Common use of Non-Recourse Clause in Contracts

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract 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 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 the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) 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 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d).

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything to the contrary that may be based upon, in respect of, arise under, out expressed or 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 implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the other Transaction Documents fact that Holder or otherwise to 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 contrarybenefits of this Agreement, each party covenants, agrees and acknowledges, on behalf of itself acknowledges that no person other than Holder and its Affiliates successors and its permitted assignees shall have any obligation hereunder and their respective representativesthat it has no rights of recovery against, that and no recourse hereunder or under this Agreement Agreement, the Merger Agreement, the JBA, Hxxxxx’s ECL (if any) or any other Transaction Document documents or instruments delivered in connection herewith or therewith shall be had against (i) against, any pastformer, present current or future direct or indirect equity holderdirector, controlling personofficer, agent, Affiliate, membermanager 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, stockholderequityholder, incorporator, representative manager or 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 member of any of the foregoing (unless such Person is also each, other than Hxxxxx and its successors and permitted assignees, a party“Holder Affiliate”), and none whether by or through attempted piercing of the foregoing shall have corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any liability hereunder assessment or thereunder (in each caseby any legal or equitable proceeding, whether in tortor by virtue of any statute, contract 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), it being (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 Hxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agreed agree and acknowledged acknowledge that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementionedHolder Affiliate, as such, arising out 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, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of, such obligations or their creation.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) that may be based uponAnything contained herein, in the Note or in any other Loan Document to the contrary notwithstanding, no recourse shall be had for the payment of the principal or interest on the Loan or for any other Indebtedness, obligation or liability hereunder or under any other Loan Document or for any claim based hereon or thereon or otherwise in respect ofhereof or thereof against (i) any partner, arise underagent, out contractor, director, officer, member, consultant, manager, stockholder, subscriber to capital stock, incorporator, beneficiary, participant, trustee or by reason ofadvisor of Borrower, be connected withany partner or member in Borrower, or relate any partner or member therein; (ii) any legal representative, heir, estate, successor or assign of any thereof; (iii) any corporation (or any officer, director, employee or shareholder thereof), limited liability company (or member thereof), partnership (or any partner thereof), individual or entity to which any ownership interest in Borrower shall have been directly or indirectly transferred; (iv) any manner to purchaser of any asset of Borrower; or (av) this Agreement and/or any other Transaction DocumentPerson (except Borrower), (b) for any deficiency or other sum owing with respect to the negotiation, execution Note or performance of this Agreement and/or any other Transaction DocumentIndebtedness, (c) any breach obligation or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby liability 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 the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse arising under this Agreement or any Loan Document. It is understood that neither the Note nor any other Transaction Indebtedness, obligation or liability under or with respect to this Agreement and any other Loan Document shall may be had enforced against any Person described in clauses (i) any pastthrough (v) above; provided, present or future direct or indirect equity holderhowever, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or 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 that the foregoing (unless such Person is also a party), and none provisions of the foregoing this paragraph shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d).not:

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsand notwithstanding the fact that certain of the parties hereto may be partnerships, losses limited liability companies, corporations or other entities, each Holder covenants, agrees and acknowledges that no recourse or any claims or causes of action (whether in tortcontract, contract tort or otherwise) under or that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to (a) this Agreement and/or or any other Transaction Document, (b) documents or instruments delivered by any Person pursuant hereto or the negotiation, execution or performance of this Agreement and/or hereof or thereof (including any other Transaction Document, (c) any breach representation or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby warranty made in or in the other Transaction Documents connection with, or as an inducement 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 enter into this Agreement or the other Transaction Documents or otherwise to the contrarysuch documents and instruments), each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any pastof the Company’s, present TopCo Parent’s, the Apollo Funds’, AP VIII Prime Security’s, the Xxxx Equityholder’s or any Holder’s or any of the foregoing’s respective Affiliates’ former, current or future direct or indirect equity holderholders, controlling personPersons, Affiliatestockholders, memberdirectors, managerofficers, employees, agents, Affiliates, members, financing sources, managers, general or limited partnerpartners or assignees, stockholderconsultants, incorporatorattorneys, advisors, portfolio companies in which any such party or any of their investment fund Affiliates have made a debt or equity investment (and vice versa) or any other representative of the Apollo Funds (including any Person negotiating or assignee executing this Agreement on behalf of a party hereto) (each, a “Related 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 the enforcement of any party hereto assessment or thereto (unless such Person is also a party) by any legal or (ii) any pastequitable proceeding, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by virtue of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)applicable law, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementionedRelated Parties, as such, arising out offor any obligation or liability of the Company, TopCo Parent, the Apollo Funds, AP VIII Prime Security, the Xxxx Equityholder or any Holder under this Agreement or any documents or instruments delivered by any Person pursuant hereto for any claim based on, in connection with respect of or related by reason 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 manner to the items in the immediately preceding clauses (a) through (d)Holder, as such, for any breach or violation of its obligations under such agreements, documents or instruments.

Non-Recourse. All actionsNotwithstanding anything herein to the contrary, obligationsthis Agreement may only be enforced against, losses or causes of action and any Proceeding (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect arising out of, arise under, out or related to or by reason of, be connected with, or relate in any manner to of (ai) this Agreement and/or or any other Transaction DocumentDocument or the Transactions, (bii) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument 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), (ciii) any breach or violation of this Agreement and/or Agreement, any other Transaction Document and or any other agreement referenced herein or therein or (div) any failure of the transactions contemplated hereby hereunder or in the under any Transaction Document or any other Transaction Documents agreement referenced herein or therein to be consummated, in each case, consummated may only be made against (and are those solely of) brought against, the Persons that are expressly named as parties hereto or thereto thereto, as applicable (together with any assignee of a party hereto pursuant to Section 9.3 (Assignment)) and then only with respect to the extent specific obligations set forth herein and thereinwith respect to such party. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents 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 Affiliates the Company Related Parties and its and their respective representativesParent Related Parties, as applicable, that no recourse under this Agreement or 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 attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (i) 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 party hereto or thereto through (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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwiseiv), it being expressly agreed and acknowledged that no personal liability Liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (ai) through (div), in each case, except for claims that 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 multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything that may be based uponexpressed or implied in this Agreement, in respect ofby its acceptance of this Agreement, arise undereach party hereto covenants, out or by reason of, be connected with, or relate in acknowledges and agrees that no Person other than the parties hereto shall have any manner to obligation hereunder and that (a) this Agreement and/or notwithstanding that 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 may be a partnership or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoinglimited liability company, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse hereunder or under this Agreement any documents or any other Transaction Document instruments delivered in connection herewith shall be had against (i) any pastformer, present current or future 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 holderinterests or securities of any of the parties hereto (whether such holder is a limited or general partner, controlling person, Affiliatemanager, member, managerstockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, incorporator, representative or 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 personsecurityholder, Affiliate, member, manager, general controlling Person or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)foregoing, and none or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing shall have other than the parties hereto or their respective successors or assignees under the this Agreement (any liability hereunder such Person or thereunder entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Related Party”) or any Related Party of the Related Parties of the parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable Proceeding, or by virtue of any applicable Law; and (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that b) no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any Related Party of the aforementionedany party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, as such, arising out in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of such obligations hereunder or by their creation.

Non-Recourse. All actionsExcept to the extent otherwise set forth in the Ancillary Agreements, all claims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract in law or otherwisein 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 (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, or performance of this Agreement and/or (including any other Transaction Document, (c) any breach representation 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 consummatedwarranty made in, in each caseconnection with, or as an inducement to, this Agreement), may only be made only against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties hereto or thereto in the preamble 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 (the other Transaction Documents or otherwise to the contrary“Contracting Parties”). No Person who is not a Contracting Party, each party covenantsincluding any current, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present former or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, shareholder, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any party hereto financial advisor to any Contracting Party, or thereto (unless such Person is also a party) or (ii) any pastcurrent, present former or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, shareholder, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (unless such Person is also a partycollectively, the “Nonparty Affiliates”), and none of the foregoing shall have any liability hereunder (whether in contract or thereunder (in each case, whether in tort, contract in law or otherwise)in equity, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute) for any claims, be imposed on causes of action, obligations, or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising out of, in connection with with, or related in any manner to the items this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach (other than as set forth in the immediately preceding clauses 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) through each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of 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 (d)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. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything that may be based uponexpressed or implied in this Agreement, in respect ofby its acceptance of this Agreement, arise undereach party hereto covenants, out or by reason of, be connected with, or relate in acknowledges and agrees that no Person other than the parties hereto shall have any manner to obligation hereunder and that (a) this Agreement and/or notwithstanding that 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 may be a partnership or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoinglimited liability company, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse hereunder or under this Agreement any documents or any other Transaction Document instruments delivered in connection herewith shall be had against (i) any pastformer, present current or future 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 holderinterests or securities of any of the parties hereto (whether such holder is a limited or general partner, controlling person, Affiliatemanager, member, managerstockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, incorporator, representative or 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 personsecurityholder, Affiliate, member, manager, general controlling Person or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)foregoing, and none or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing shall have other than the parties hereto or their respective successors or assignees under the this Agreement (any liability hereunder such Person or thereunder entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Related Party”) or any Related Party of the Related Parties of the parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable Proceeding, or by virtue of any applicable Law; and (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that b) no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any Related Party of the aforementionedany party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, as such, arising out in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of such obligations hereunder or by their creation. [Signature pages follow.]

Non-Recourse. All actionsSubject in all cases to the provisions of Section 11, obligationsthis Agreement and the Ancillary Agreements may only be enforced against, losses and any claim or causes of action (whether in tort, contract or otherwise) that may be suit based upon, in respect arising out of, arise under, out or by reason of, be connected withrelated to this Agreement or the Ancillary Agreements, or relate 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 caseAncillary Agreements, may only be made brought against (the named parties to this Agreement or such Ancillary Agreements and are those solely of) the Persons that are expressly named as parties hereto or thereto then only with respect to the extent specific obligations set forth herein and thereintherein with respect to the named parties to this Agreement or such Ancillary Agreements (in all cases, as limited by the provisions of SECTION 11). In furtherance and No Person who is not in limitation of the foregoing, and notwithstanding anything contained in a named party to this Agreement or the other Transaction Documents or otherwise to the contraryAncillary Agreements, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) including any past, present or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, incorporator, member, manager, general or limited partner, stockholder, incorporatorAffiliate, agent, attorney or representative of the Company, the Sellers, the Seller Owners or assignee any of their respective Affiliates, will have or be subject to any party hereto liability or thereto indemnification obligation (unless such whether in contract, tort or otherwise) to the Buyer or any other Person is also a partyresulting from (nor will the Buyer have any claim with respect to) (i) the distribution to the Buyer, or the Buyer’s use of, or reliance on, any information, documents, projections, forecasts or other material made available to the Buyer in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement, or (ii) any pastclaim based on, present in respect of, or future direct or indirect equity holderby reason of, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any the sale and purchase of the foregoing (unless Company, including any alleged non-disclosure or misrepresentations made by any such Person is also a party)Persons, and none in each case, regardless of the foregoing 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 against any such Persons. Notwithstanding anything to the contrary in this Agreement, no Debt Financing Source Party shall have any liability or obligation to the Company Group, any of their Affiliates or any of their direct or indirect stockholders in any way relating to or arising out of this Agreement, the Debt Commitment Letter, the Debt Financing or any of the transactions contemplated hereunder or thereunder (thereunder, or in each caserespect of any oral representation made or alleged to be have been made in connection herewith or therewith, whether in tortequity or at law, contract in contract, in tort or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever the Company Group shall attach not seek to, be imposed and shall cause their Affiliates and their direct and indirect stockholders not to seek to, recover any money damages (including consequential, special, indirect or punitive damages, or damages on account of a willful and material breach) or otherwise be incurred by obtain any of the aforementioned, as such, arising out of, in connection equitable relief from or with or related in respect to any manner to the items in the immediately preceding clauses (a) through (d)Debt Financing Source.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its controlled affiliates, that all proceedings, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (aA) this Agreement and/or or any other Transaction Documentagreement referenced herein or the transactions contemplated hereunder (including any financing obtained in connection with the transactions contemplated by this Agreement), (bB) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (cC) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein and (dD) any failure of the transactions contemplated hereby hereunder or any other agreement referenced herein (including any agreement in respect of financing obtained in connection with the other Transaction Documents transactions contemplated by this Agreement) to be consummated, in each case, may only be made only against (and are those solely of) the Persons persons that are expressly named identified herein as parties hereto or thereto to this Agreement and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the any other Transaction Documents agreement referenced herein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativescontrolled affiliates, that no recourse under this Agreement or any other Transaction Document agreement referenced herein or in connection with any transactions contemplated hereby (including any financing obtained in connection with the transactions contemplated by this Agreement) shall be sought or had against (i) 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 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 (unless such Person is also a party), other person and none of the foregoing no other person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD)., in 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 arising from the Commitment Letter and the Financing or (ii) the Key Stockholder related to or arising from the Voting Agreement, and, in each case, Parent does not waive any liabilities, claims, causes of action or obligations with respect thereto. [Signature page follows]

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (a) this Agreement and/or Agreement, any other Transaction Documentagreement referenced herein or the transactions contemplated hereby or thereby, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (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 this Agreement and/or or any other Transaction Document agreement referenced herein, and (d) any failure of the transactions contemplated hereby or in the under any other Transaction Documents agreement referenced herein to be consummated, in each case, may only be made only against (and are those solely of) the 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 hereto or thereto thereof, and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement 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 (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 Transaction Document shall be had against theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in clauses (ia) 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 party hereto or thereto through (unless such Person is also a partyd) 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)immediately preceding sentence, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)) 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 multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby, or the valid termination or abandonment of any of the foregoing.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsor any document, losses certificate or causes instrument delivered in connection herewith or otherwise (together, the “Transaction Documents”), the Company acknowledges and agrees, on behalf of action itself and its respective Related Persons (whether in tortas defined below), contract or otherwise) that all Proceedings that may be based upon, in respect of, arise under, out or of, by reason of, be connected with, or relate in any manner to (a) this Agreement and/or or any other Transaction DocumentDocument or the Transactions, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction DocumentDocument (including any representation or warranty made in, in connection with, or as an inducement to, any of the foregoing documents), (c) any breach or violation of this Agreement and/or or any other Transaction Document and or (d) any the failure of the transactions contemplated hereby or in the other Transaction Documents Transactions to be consummated, in each case, case may only be made only against (and are those solely of) the Persons that are expressly named as parties hereto or thereto to the extent set forth herein and thereinidentified Parties hereto. In furtherance and not in limitation of the foregoing, the Company acknowledges and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against (i) 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 party hereto or thereto (unless such other 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 (unless and no such other Person is also a party), and none of the foregoing shall have any liability hereunder liabilities (whether in contract or thereunder (in each case, whether in tort, contract in law or in equity or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute or otherwise, be imposed on whether by or otherwise be incurred by any through attempted piercing of the aforementionedcorporate, as suchpartnership, 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 immediately 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 any party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable actions, suits, claims, investigations or proceedings, by virtue of any Law, or otherwise. The Parties acknowledge and agree that the Related Persons are intended third-party beneficiaries of this Section 5.16. Nothing in this Agreement precludes the Parties or any Related Persons from exercising any rights under the Merger Agreement or any other agreement to which they are specifically a party or an express third-party beneficiary thereof, and nothing in this Agreement shall limit the liability or obligations of any Related Person under any other agreement to which they are specifically a party.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (aA) this Agreement and/or or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (bB) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents), (cC) any breach or violation of this Agreement and/or or any other of the other Transaction Document Documents and (dD) any failure of any of the transactions contemplated hereby hereunder or in under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may only 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 case of any of the other Transaction Documents, Persons that are expressly named identified as parties hereto or thereto to such other Transaction Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, foregoing and notwithstanding anything contained in this Agreement or any of the other Transaction Documents to the contrary and without limiting the foregoing or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, acknowledges on behalf of itself and its respective Affiliates and its and their respective representativespresent or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Document shall be had against (i) any past, present Documents or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or 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 in connection with any of the foregoing (unless such Person is also a party)transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and none of the foregoing no other Person, including any Investor Related Party, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that the Company or the Investor Parties, as applicable, may assert: (i) against any 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 hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsEach of the Company, obligationsits Subsidiaries, losses and the Affiliates, shareholders and representatives of the foregoing acknowledge and agree that (i) no financing institution providing Debt Financing (“Debt Financing Sources”) shall have any liability or causes obligations to the Company, its Subsidiaries or the Affiliates or representatives of action (whether in tort, contract the foregoing arising out of 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 relating to (aA) this Agreement and/or or any other Transaction Documentagreement referenced herein or the transactions contemplated hereunder (including any Debt Financing), (bB) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (cC) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein and (dD) any failure of the transactions contemplated hereby hereunder or any other agreement referenced herein (including any agreement in the other Transaction Documents to be consummated, in each case, may only be made against respect of any Debt Financing); (and are those solely ofii) 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 the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document agreement referenced herein or in connection with any transactions contemplated hereby (including any Debt Financing) shall be sought or had against any Debt Financing Sources for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the clauses (A) through (D) of the immediately preceding clause (i) 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 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in clauses (A) through (D) of the immediately preceding clauses clause (a) through (di).

Non-Recourse. All actionsActions, proceedings, obligations, losses Losses or causes of action (whether in contract, in tort, contract in Law or otherwisein equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (ai) this Agreement and/or any or the other Transaction DocumentDocuments, (bii) the negotiation, execution or performance of this Agreement and/or any or the other Transaction DocumentDocuments (including any representation or warranty made in connection with, or as inducement to, this Agreement), (ciii) any breach or violation of this Agreement and/or any or the other Transaction Document Documents and (div) any failure of the transactions contemplated hereby by this Agreement 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 thereinhereto. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in any other provision of this Agreement or the other Transaction Documents or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, acknowledges that no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any other Transaction Document related document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative Representative, or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) 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 Representative or assignee of any of the foregoing (unless such Person is also a party)foregoing, and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in contract, tort, contract equity, Law or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise), it being expressly agreed and acknowledged that no personal liability Liability or losses Losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (ai) through (div).

Non-Recourse. All actionsThis Agreement may only be enforced against, obligations, losses or causes of action (whether in tort, contract or otherwise) and any Legal Proceeding that may be based upon, in respect of, arise under, out of or by reason of, be connected with, with or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, performance or performance breach, of this Agreement and/or Agreement, including, any other Transaction Documentrepresentation or warranty made or alleged to have been made in, (c) any breach in connection with or violation of as an inducement to, this Agreement and/or any (each of such above-described legal, equitable or other Transaction Document and (dtheories or sources of liability, a “Recourse Theory”) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly named identified as parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation signature pages of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contraryand solely in their capacities as such. No Person who is not a party hereto (including, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (ia) any pastformer, present current or future direct or indirect equity holder, controlling personPerson, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, memberassignee, managerattorney or representative of, general and any financial advisor or limited partnerlender to (all above-described Persons in this sub-clause (a), stockholdercollectively, incorporator“Affiliated Persons”) a party hereto or any Affiliate of such party, representative 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 assignee 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 Affiliates or thereto (unless such any Person is also a party) claiming by, through 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 on behalf of any of them institute any Legal Proceeding under any Recourse Theory against any Non-Party. For the foregoing (unless such Person is also a party), and none avoidance of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)doubt, it being is expressly agreed and acknowledged understood that no personal liability nothing contained herein shall limit the Company’s remedies under the Equity Commitment Letter or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)Guarantee.

Non-Recourse. All Each party agrees, on behalf of itself and its Affiliates, that all actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may 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 and/or and the Voting Agreement (together, the “Transaction Documents”) or any other Transaction Document, agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument 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 and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein; and (d) any failure of the transactions Merger or any other transaction contemplated hereby by any Transaction Document or in any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto to this Agreement or thereto the applicable other Transaction Document and, in accordance with, and subject to the extent set forth herein terms and therein. In furtherance and not in limitation conditions of this Agreement or the foregoingapplicable other Transaction Document, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents 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 Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or 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 (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d).. 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 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 this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing. 104

Non-Recourse. All actionsThe Corporation covenants, obligations, losses agrees and acknowledges that no person other than the parties hereto shall have any obligation hereunder or causes of action (whether in tort, contract 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 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 connection with the transactions contemplated hereby and that, notwithstanding that 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 and no recourse hereunder or under any documents or instruments delivered in connection herewith or in the other Transaction Documents respect of any oral representations made or alleged to be consummated, have been made in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto connection herewith 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 the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document therewith shall be had against (i) any pastof the former, present current or future direct directors, officers, employees, agents, general or indirect equity holderlimited partners, controlling personmanagers, Affiliatemembers, memberstockholders, managerAffiliates, assignees or representatives of the Investor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, incorporator, representative or 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 assignee or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a partybut not including the Investor, an Investor Related Party), and none whether by or through attempted piercing of the foregoing shall have corporate (or limited liability company or limited partnership) veil, by the enforcement of any liability hereunder assessment or thereunder (in each caseby any legal or equitable proceeding, whether in tort, contract or otherwise)by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any Investor Related Party for any obligations of the aforementionedInvestor or any of its successors or assigns under this Agreement, as suchunder the Acquisition Agreement or under any documents or instrument delivered in connection herewith or therewith, arising out 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, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of such obligations or their creation.

Non-Recourse. All actionsclaims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract in law or in equity, or granted by statute 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 and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, or performance of this Agreement and/or (including any other Transaction Document, (c) any breach representation 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 consummatedwarranty made in, in each caseconnection with, or as an inducement to, this Agreement), may only be made only against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties hereto or thereto in the preamble 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 (the other Transaction Documents or otherwise to the contrary“Contracting Parties”). No Person who is not a Contracting Party, each party covenantsincluding any current, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present former or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, attorney, other representative or assignee of, and any advisor (including any financial advisor) or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, general or limited partnerequityholder, stockholderAffiliate, incorporatoragent, attorney, other representative or assignee of of, and any party hereto or thereto advisor (unless such Person is also a partyincluding any financial advisor) or (ii) any pastlender to, 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 (unless such Person is also a partycollectively, the “Nonparty Affiliates”), and none of the foregoing shall have any liability hereunder (whether in contract or thereunder (in each case, whether in tort, contract in law or in equity, or granted by statute or otherwise)) for any claims, it being expressly agreed and acknowledged that no personal liability causes of action, obligations, or losses whatsoever shall attach toliabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with 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, to the items in 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 immediately preceding clauses foregoing, to the maximum extent permitted by Applicable Law, (a) through each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of 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 (d)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. All actions(a) This Agreement may only be enforced against, obligations, losses or causes of action (whether in tort, contract or otherwise) and any Legal Dispute 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 and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, performance or performance breach (whether willful, intentional, unintentional or otherwise), of this Agreement and/or Agreement, including any other Transaction Documentrepresentation or warranty made or alleged to have been made in, (c) any breach in connection with, or violation of as an inducement to, this Agreement and/or any (each of such above-described legal, equitable or other Transaction Document and (dtheories or sources of liability, a “Recourse Theory”) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly named identified as the parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation signature pages of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each and solely in their capacities as such. No Person who is not a party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against hereto (including (i) any pastformer, present current or future direct or indirect equity holder, controlling personPerson, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, memberattorney or representative of, managerand any financial advisor, general financing sources” or limited partnerlender to (all above-described Persons in this sub clause ‎(i), stockholdercollectively, incorporator“Affiliated Persons”) a party hereto or any Affiliate of such party), representative 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 assignee 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 Affiliates or thereto (unless such any Person is also a party) claiming by, through 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 on behalf of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have them institute any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by Legal Dispute under any of the aforementioned, as such, arising out of, in connection with or related in Recourse Theory against any manner Non-Party. Notwithstanding anything to the items in contrary herein, this ‎Section 10.3 shall not limit any rights of Buyer or its Affiliates against the immediately preceding clauses specific Non-Parties pursuant to (aand which are party to) through (d)the Support Agreements or Option Holder Acknowledgments.

Non-Recourse. All actionsEach party agrees, on behalf of itself and its Affiliates (and, in the case of the Company, the Company Related Parties, and, in the case of Parent, the Parent Related Parties), that all Actions, claims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract in Law, or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, 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 to: (aA) this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (bB) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument 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), (cC) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein, and (dD) any failure of the transactions contemplated hereby hereunder or in under any Transaction Document or any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to this Agreement in accordance with, and subject to the extent terms and conditions of, this Agreement (but subject to the exceptions set forth herein and thereinin the next sentence). In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees agrees, and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representatives(and, in the case of the Company, the Company Related Parties, and, in the case of Parent, the Parent Related 105 Parties), that no recourse under this Agreement Agreement, any other Transaction Document, or any other Transaction Document agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against (i) any pastother Person, present or future direct or indirect equity holderincluding any Company Related Party, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or 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 (unless such Person is also a party)Parent Related Party, and none of the foregoing 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 liability hereunder liabilities or thereunder obligations (whether in each case, whether contract or in tort, contract in Law, or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with with, or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that (1) the Company, Parent, or Merger Sub, as applicable, may assert (subject with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 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 multiple, consequential, indirect, special, statutory, exemplary, or punitive damages that may be alleged as a result of this Agreement, the other Transaction Documents, or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing. [The remainder of this page is intentionally left blank.] 106

Non-Recourse. All actionsNotwithstanding anything herein to the contrary, obligationsthe Company agrees, losses 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 causes of action future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents, that all Proceedings (whether in contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (a) this Agreement and/or Agreement, any other Transaction Document, the Arrangement or the transactions contemplated hereunder or thereby; (b) the negotiation, execution or performance of this Agreement and/or any other 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 and/or or any other Transaction Document Document; and (d) any failure of the Arrangement or any other transactions contemplated hereby hereunder or in the other Transaction Documents thereunder to be consummated, in each case, may only be made only against (and are those solely of) ), in this case of this Agreement, the Persons that are expressly named identified as parties hereto or thereto to this Agreement, and in the case of the other Transaction Documents, the applicable parties thereto, and in accordance with, and subject to the extent set forth herein terms and thereinconditions of such Transaction Documents. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Documents or otherwise to the contrarycontrary the Company agrees, on behalf of itself and the Company Related Parties, and each party covenants, agrees of Purchaser and acknowledgesParent agrees, on behalf of itself and its former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates and its and their respective representativesor 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 shall will be sought or had against (i) any pastother Person, present including any the former, current, or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partnerpartners, stockholderstockholders, incorporatormanagers, representative members, directors, officers, Affiliates or assignee agents of the Company, Parent or Purchaser, and no other Person, including any party hereto or thereto (unless such Person is also a party) or (ii) any pastthe former, present current, or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partnerpartners, stockholderstockholders, incorporatormanagers, representative members, directors, officers, Affiliates or assignee of any agents of the foregoing (unless such Person is also a party)Company, and none of the foregoing shall Parent or Purchaser, will have any liability hereunder personal liabilities or thereunder obligations (whether in each case, whether contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), it being expressly agreed and acknowledged that no personal liability for any claims, causes of action, obligations or losses whatsoever shall attach toliabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Purchaser, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2(f), Section 8.4, Section 9.10 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 the Company, Parent or Purchaser, as applicable, solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (iii) pursuant to any Voting Agreement.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything that may be based uponexpressed or implied in this Agreement, in respect ofby its acceptance of this Agreement, arise undereach party hereto covenants, out or by reason of, be connected with, or relate in acknowledges and agrees that no Person other than the parties hereto shall have any manner to obligation hereunder and that (a) this Agreement and/or notwithstanding that 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 may be a partnership or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoinglimited liability company, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse hereunder or under this Agreement any documents or any other Transaction Document instruments delivered in connection herewith shall be had against (i) any pastformer, present current or future 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 holderinterests or securities of any of the parties hereto (whether such holder is a limited or general partner, controlling person, Affiliatemanager, member, managerstockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, agent, financing source, general or limited partner, manager, management company, member, stockholder, incorporator, representative or 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 personsecurityholder, Affiliate, member, manager, general controlling Person or limited partner, stockholder, incorporator, representative or assignee of any of the foregoing (unless such Person is also a party)foregoing, and none or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing shall have other than the parties hereto or their respective successors or assignees under this Agreement (any liability hereunder such Person or thereunder entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Related Party”) or any Related Party of the Related Parties of the parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable Proceeding, or by virtue of any applicable Law; and (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that b) no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any Related Party of the aforementionedany party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, as such, arising out in respect of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of such obligations hereunder or by their creation.

Non-Recourse. All actionsExcept as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter, all claims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract in law or otherwisein 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 (a) this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) a party hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except in the case of claims for fraud and except as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter, this Agreement may only be enforced against, and any other Transaction Documentclaim or Suit based upon, (b) arising out of, or related to this Agreement, or 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 caseAgreement, may only be made brought against (a party hereto and are those solely of) then only with respect to the Persons that are expressly named specific obligations set forth herein with respect to such party. Except in the case of claims for fraud, except as parties hereto or thereto contemplated by the Sponsor Guaranty and/or Equity Commitment Letter and except to the extent set forth herein a named party to this Agreement (and therein. In furtherance and not in limitation then only to the extent of the foregoing, and notwithstanding anything contained specific obligations undertaken by such named party in this Agreement or the other Transaction Documents or otherwise to the contraryAgreement, each no Person who is not a party covenantshereto, agrees and acknowledgesincluding any current, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present former or future direct or indirect equity holderdirector, officer, employee, incorporator, member, partner, manager, management company, stockholder, equityholder, controlling person, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any party hereto financial advisor or thereto (unless such Person is also a lender to, any party) , including Debt the Financing sources, or (ii) any pastcurrent, present former or future direct or indirect equity holderdirector, officer, employee, incorporator, member, partner, manager, management company, stockholder, equityholder, controlling person, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (unless such Person is also a party)collectively, the “Nonparty Affiliates”, provided that “Nonparty Affiliates” shall exclude Buyer and none of the foregoing Sponsor) shall have any liability hereunder (whether in contract or thereunder (in each case, whether in tort, contract in law or otherwise)in equity, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute) for any claims, be imposed on causes of action, obligations, or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising out of, in connection with 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, to the items maximum extent permitted by applicable laws, except as otherwise provided in the immediately preceding clauses Sponsor Guaranty and/or Equity Commitment Letter, each party hereto 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 laws, except in the case of claims for fraud, and except to the extent otherwise set forth in, and subject to the terms and conditions of, this Agreement, the Sponsor Guaranty, the Equity Commitment Letter, or the Confidentiality Agreement, (a) through each party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a party or otherwise impose liability of a 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 (db) each party hereto 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; provided, however, that nothing in this Section 10.16 will limit Buyer’s ability to rely on those representations and warranties set forth in Article III (or in any certificate or instrument delivered pursuant to this Agreement).. Notwithstanding anything to the contrary herein, but subject to clause (ii) of the immediately following sentence of this Section 10.16, none of the parties hereto, nor any of their respective Affiliates, shall have any rights, claims or causes of action against any Debt Financing source or their respective Nonparty Affiliates in connection with the Debt Financing, this Agreement or the transactions contemplated by this Agreement, whether at law or in equity, in contract, in tort or otherwise, and any such claims, rights and causes of action are disclaimed and released in full. Notwithstanding the foregoing, (i) the Nonparty Affiliates, including the Debt Financing Sources, shall be third party beneficiaries of this Section 10.16, each of whom may enforce the provisions of this Section 10.16, and (ii) nothing in this Section 10.16 shall in (x) in any way limit or modify any Debt Financing sources’ (including each Debt Financing source’s Affiliates and its and its Affiliates’ respective officers, directors, employees, agents and representatives) obligations to Buyer or its Affiliates under the Debt Commitment Letter or (y) impair any rights, claims or causes of action of the Buyer and its Affiliates in respect of the Debt Commitment Letter. Notwithstanding the foregoing, this Section 10.16 shall be subject to the last sentence of Section 6.2. {Signature pages follow}

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwisea) Anything that may be based upon, in respect of, arise under, out expressed or 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 implied in this Agreement or the other Transaction Documents or otherwise to the contrarynotwithstanding, each party of the parties hereto covenants, acknowledges and agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under person other than the parties to this Agreement shall have any liability or obligation hereunder and that, (i) the fact that any other Transaction Document Affiliate of any of the parties to this Agreement may be a partnership or limited liability company notwithstanding, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against (i) any pastformer, present current or future direct or indirect equity holderdirector, controlling personofficer, employee, agent, partner, manager, member, securityholder, Affiliate, member, manager, general or limited partner, stockholder, incorporatorcontrolling Person, assignee or representative of the parties hereto under this Agreement or assignee under the Merger Agreement (any such person or entity, other than the parties to this Agreement, or their assignees under this Agreement or the Merger Agreement, a “Related Party”) or any Related Party of any party hereto of such parties’ Related Parties (including, without limitation, in respect of any liabilities or thereto (unless such Person is also obligations arising under, or in connection with, any claim, including, without limitation, any claim of breach of a party’s obligations under the Merger Agreement and the transactions contemplated thereby or under this Agreement and the transactions contemplated hereby) whether 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, and (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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any Related Party of any of the aforementionedparties to this Agreement or any Related Party of any of such parties’ Related Parties under this Agreement or for any claim based on, as such, arising out in respect of, or by reason of the transactions contemplated hereby or contemplated by the Merger Agreement, or by the creation of such transactions. Nothing in connection with this Agreement, express or related in implied, is intended to or shall confer upon any manner person, other than the parties to the items in the immediately preceding clauses (a) through (d)this Agreement, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Non-Recourse. All actionsNotwithstanding anything to the contrary in this Agreement, obligations(a) this Agreement may only be enforced against, losses and any action, dispute, claim, suit or causes other proceeding for breach of action this Agreement may only be made against, the Persons that are expressly identified herein and/or are parties hereto, (b) none of (i) the former, current and future Affiliates, directors, officers, managers, employees, advisors, representatives, shareholders, members, managers, partners, successors and assigns of the Investor Members or any Affiliate thereof or any former, current and future Affiliate, director, officer, manager, employee, advisor, representative, shareholder, member, manager, partner, successor and assign of any of the foregoing (collectively, “Investor Related Parties”) or (ii) the former, current and future Affiliates, directors, officers, managers, employees, advisors, representatives, shareholders, members, managers, partners, successors and assigns of the Parent Members or any Affiliate thereof or any former, current and future Affiliate, director, officer, manager, employee, advisor, representative, shareholder, member, manager, partner, successor and assign of any of the foregoing (together with the Investor Related Parties, the “Member Related Parties”) shall have any liability for any liabilities or obligations of the parties hereto for any action, dispute, claim, suit or other proceeding (whether in tort, contract 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 and/or any other Transaction Document, (b) the negotiation, execution or performance for breach of this Agreement and/or or in respect of any other Transaction Documentrepresentations made or alleged to be made in connection herewith, (c) any breach the Company or violation of this Agreement and/or any other Transaction Document Member or their respective Affiliates shall have no rights of recovery in respect hereof against any Member Related Party and (d) no personal liability shall attach to any failure Member Related Party through the Members or otherwise, whether by or through attempted piercing of the transactions contemplated hereby corporate veil, by or in the through an action, dispute, claim, suit or other Transaction Documents to be consummated, in each case, may only be made against proceeding (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 the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) 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 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability by the enforcement of any judgment, fine or losses whatsoever penalty or by virtue of any statute, regulation or other applicable Law, or otherwise; provided that, for the avoidance of doubt, nothing in this Section 14.14 shall attach to, be imposed on restrict or otherwise be incurred by limit the rights or obligations of a Person under any of the aforementioned, as such, arising out of, in connection with or related in any manner other Transaction Agreement to the items in the immediately preceding clauses (a) through (d)which such Person is a party.

Non-Recourse. All actionsEach Party agrees, on behalf of itself and its Affiliates and Representatives, that all proceedings, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (aA) this Agreement and/or or any other Transaction Documentagreement referenced herein (other than the Support Agreement) or the transactions contemplated hereunder, (bB) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (other than the Support Agreement) (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement (other than the Support Agreement)), (cC) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein (other than the Support Agreement) and (dD) any failure of the transactions contemplated hereby hereunder or in any other agreement referenced herein (other than the other Transaction Documents Support Agreement) to be consummated, in each case, may only be made only against (and are those solely of) the Persons persons that are expressly named identified herein as parties hereto or thereto the Parties to this Agreement and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the any other Transaction Documents agreement referenced herein or otherwise to the contrary, each party Party covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representativesRepresentatives, that no recourse under this Agreement or any other Transaction Document agreement referenced herein (other than the Support Agreement) or in connection with any transactions contemplated hereby shall be sought or had against (i) 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 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 (unless such Person is also a party), other person and none of the foregoing no other person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in 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, this Agreement. Notwithstanding anything to the contrary in this Section 11.11, nothing in this Section 11.11 shall in any way limit Parent’s or Sub’s rights under the Support Agreement.

Non-Recourse. All actionsExcept as set forth in the Confidentiality Agreement, obligations, losses or causes of action (whether in tort, contract or otherwisei) that this Agreement may be enforced only against, and any claim, suit, litigation or other proceeding based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related 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 may be brought only against, the other Transaction Documents to be consummated, in each case, may only be made against (and are those solely of) the Persons entities that are expressly named as parties hereto or thereto and then only with respect to the extent specific obligations set forth herein with respect to such party and therein. In furtherance (ii) with respect to each party, no past, present or future director, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, or representative or (except for other named parties, and not then only in limitation 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 foregoingrepresentations, and notwithstanding anything contained in warranties, covenants, agreements or other obligations or liabilities of such named party or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. The provisions of this Section 11.20 are intended to be for the benefit of, and enforceable by the directors, officers, employees, incorporators, members, partners, stockholders, agents, attorneys, advisors, and other Transaction Documents or otherwise 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 contrarycontrary contained herein, the Osmotica Shareholders and the Osmotica Companies each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and affiliates that none of the Debt Financing Sources shall have any liability or obligation to the Osmotica Shareholders or the Osmotica Companies or any of their respective representatives, that no recourse under affiliates relating to this Agreement or any other Transaction Document of the transactions contemplated herein (including the Financing, 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 liabilities 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 had against (i) 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 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 binding on all successors and assigns of the foregoing (unless such Person is also a party), Osmotica Shareholders and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d).Osmotica Companies. 112

Non-Recourse. All actionsEach Party agrees, on behalf of itself and its Affiliates (and, in the case of the Company, its Related Parties), that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 of or, by reason of, be connected with, or relate in any manner to to: (aA) this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (bB) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument 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), (cC) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein and (dD) any failure of the transactions contemplated hereby hereunder or in under any Transaction Document or any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to this Agreement and in accordance with, and subject to, the extent set forth herein terms and thereinconditions hereof. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or 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 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), in each case, except for claims that (1) the Company or BidCo, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 9.12 and this Section 9.17): (i) against any pastPerson that is party to, present or future direct or indirect equity holderand solely pursuant to the terms and conditions of, controlling personthe Confidentiality Agreements, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or (ii) any pastagainst the Company, present BidCo, or future direct or indirect equity holderCompany Sub (solely with respect to its obligations hereunder), controlling personas applicable, Affiliatesolely in accordance with, memberand pursuant to the terms and conditions of, manager, general or limited partner, stockholder, incorporator, representative or assignee of any this Agreement and (2) BidCo and its Affiliates may assert against the financing sources pursuant to the terms and conditions of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)Commitment Letter, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD). Notwithstanding anything to the contrary herein or otherwise, no BidCo Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive or consequential damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsclaims, obligations, losses liabilities or causes of action (whether in contract or in tort, contract in law or otherwisein 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 (a) this Agreement and/or any other Transaction DocumentAgreement, (b) the negotiation, execution or performance of this Agreement and/or (including any other Transaction Document, (c) any breach representation 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 consummatedwarranty made in, in each caseconnection with, or as an inducement to, this Agreement) or the Contemplated Transactions may only be made only against (and are those solely of) the Persons entities that are expressly named identified 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 in the Preamble to this Agreement. No other Person, including any Financing Source, any of their representatives or the other Transaction Documents affiliates, director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney or otherwise representative of, or any financial advisor or lender to, any party to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any pastdirector, present or future direct or indirect equity holderofficer, controlling personemployee, Affiliateincorporator, member, partner, manager, general or limited partner, stockholder, incorporatoraffiliate, agent, attorney or representative of, or assignee of any party hereto financial advisor or thereto (unless such Person is also a party) or (ii) lender to 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities (whether in contract or thereunder (in each case, whether in tort, contract in law or otherwise)in equity, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute) for any claims, be imposed on causes of action, obligations or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising 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. Notwithstanding anything herein or in any related agreement to the items contrary, none of the Seller, the Seller Parent, the Seller’s and the Seller Parent’s representatives and any of their respective representatives or Affiliates (each, a “Seller Group Member”) shall have any rights or claims against (i) any Financing Source or (ii) any of the respective former, current or future affiliates or representatives of the Financing Sources in connection with the immediately preceding clauses (a) through (d)Debt Financing, and no Financing Source shall have any rights or claims against any Seller Group Member, in connection with this Agreement or the Debt Financing, whether at law or equity, in contract, in tort or otherwise; provided that, following the Closing Date, the foregoing shall not limit the rights of the Financing Sources under any Debt Financing Commitments.

Non-Recourse. All actionsThis Agreement may only be enforced against, obligations, losses or causes of action (whether in tort, contract or otherwise) and any Legal Proceeding that may be based upon, in respect of, arise under, out of or by reason of, be connected with, with or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, performance or performance breach, of this Agreement and/or Agreement, including, any other Transaction Documentrepresentation or warranty made or alleged to have been made in, (c) any breach in connection with or violation of as an inducement to, this Agreement and/or any (each of such above-described legal, equitable or other Transaction Document and (dtheories or sources of liability, a “Recourse Theory”) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly named identified as parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation signature pages of the foregoing, and notwithstanding anything contained in this Agreement or and solely in their capacities as such, against Guarantor as provided in the other Transaction Documents or otherwise to Guarantee and against Sponsor as provided in the contraryEquity Commitment Letter. No Person who is not a party hereto (including, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (ia) any pastformer, present current or future direct or indirect equity holder, controlling personPerson, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, memberassignee, managerattorney or representative of, general and any financial advisor or limited partnerlender to (all above-described Persons in this sub-clause (a), stockholdercollectively, incorporator“Affiliated Persons”) a party hereto or any Affiliate of such party, representative 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 assignee 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 Affiliates or thereto (unless such any Person is also a party) claiming by, through 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 on behalf of any of them institute any Legal Proceeding under any Recourse Theory against any Non-Party. Notwithstanding anything to the foregoing (unless such Person is also a party)contrary in this Section 9.12, and none nothing herein shall be deemed to limit any liabilities or other obligations of the foregoing shall have Guarantor or any liability hereunder or thereunder (in each caseAcquiring Person under the Guarantee, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, Sponsor as such, arising out of, in connection with or related in any manner to the items provided in the immediately preceding clauses Equity Commitment Letter or any Seller (aas such term is defined in the Founders Agreement) through (d)under the Founders Agreement.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Anything that may be based upon, in respect of, arise under, out expressed or 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 implied in this Agreement or the other Transaction Documents or otherwise to the contrarynotwithstanding, each party of the parties hereto covenants, acknowledges and agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under person other than the parties to this Agreement shall have any liability or obligation hereunder and that, (i) the fact that any other Transaction Document affiliate of any of the parties to this Agreement may be a limited liability company notwithstanding, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against (i) any pastformer, present current or future direct or indirect equity holderdirector, officer, employee, agent, partner, manager, member, securityholder, affiliate, stockholder, controlling person, Affiliateassignee or representative of the parties hereto under this Agreement or under the Merger Agreement (any such person or entity, memberother than the parties to this Agreement, manageror their assignees under this Agreement or the Merger Agreement, general a “Related Party”) or limited partner, stockholder, incorporator, representative or assignee any Related Party of any party hereto of such parties’ Related Parties (including, without limitation, in respect of any liabilities or thereto (unless such Person is also obligations arising under, or in connection with, any claim, including, without limitation, any claim of breach of a party’s obligations under the Merger Agreement and the transactions contemplated thereby or under this Agreement and the transactions contemplated hereby) whether 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 and (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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall will attach to, be imposed on or otherwise be incurred by any Related Party of any of the aforementionedparties to this Agreement or any Related Party of any of such parties’ Related Parties under this Agreement or for any claim based on, as such, arising out in respect of, or by reason of the transactions contemplated hereby or contemplated by the Merger Agreement, or by the creation of such transactions. Nothing in connection with this Agreement, express or related in implied, is intended to or shall confer upon any manner person, other than the parties to the items in the immediately preceding clauses (a) through (d)this Agreement, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Non-Recourse. All actionsEach Party agrees, on behalf of itself and its Affiliates and Representatives, that all proceedings, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (aA) this Agreement and/or or any other Transaction Documentagreement referenced herein or the transactions contemplated hereunder (including any financing obtained in connection with the transactions contemplated by this Agreement), (bB) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (cC) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein and (dD) any failure of the transactions contemplated hereby hereunder or any other agreement referenced herein (including any agreement in respect of financing obtained in connection with the other Transaction Documents transactions contemplated by this Agreement) to be consummated, in each case, may only be made only against (and are those solely of) the Persons persons that are expressly named identified herein as parties hereto or thereto to this Agreement and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the any other Transaction Documents agreement referenced herein or otherwise to the contrary, each party Party covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representativesRepresentatives, that no recourse under this Agreement or any other Transaction Document agreement referenced herein or in connection with any transactions contemplated hereby (including any financing obtained in connection with the transactions contemplated by this Agreement) shall be sought or had against (i) 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 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 (unless such Person is also a party), other person and none of the foregoing no other person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in 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, this Agreement.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (aA) this Agreement and/or or any other Transaction Document, or any of the transactions contemplated hereunder or thereunder, (bB) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents), (cC) any breach or violation of this Agreement and/or or any other of the other Transaction Document Documents and (dD) any failure of any of the transactions contemplated hereby hereunder or in under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may only 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 case of any of the other Transaction Documents, Persons that are expressly named identified as parties hereto or thereto to such other Transaction Documents and in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, foregoing and notwithstanding anything contained in this Agreement or any of the other Transaction Documents to the contrary and without limiting the foregoing or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, acknowledges on behalf of itself and its respective Affiliates and its and their respective representativespresent or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Document shall be had against (i) any past, present Documents or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or 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 in connection with any of the foregoing (unless such Person is also a party)transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and none of the foregoing no other Person, including any Investor Related Party, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that the Company or the Investor Parties, as applicable, may assert: (i) against any 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 hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsThis Agreement may only be enforced against, obligations, losses and any claim or causes cause of action (whether in tort, contract or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related 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) brought against, the Persons entities that are expressly named as parties hereto or thereto Parties and then only with respect to the specific obligations set forth herein with respect to any such Party. Except to the extent set forth herein and therein. In furtherance and not in limitation of the foregoingthat he, and notwithstanding anything contained in she or it is a named party to this Agreement or the other Transaction Documents or otherwise to the contraryAgreement, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, incorporator, member, manager, general or limited partner, stockholder, incorporatorAffiliate, agent, attorney, advisor or representative or 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 Affiliate of any of the foregoing or any other Person (unless such Person is also a party), and none of the foregoing “Non-Party Entities”) shall have any liability hereunder or thereunder (in each case, whether in contract, tort, contract equity or otherwise), it being expressly agreed and acknowledged that no personal liability ) for any one or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any more of the aforementionedrepresentations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Parent Related Parties or Company Related Parties, as suchapplicable, under this Agreement or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby, and each of Parent, Merger Sub and the Company (i) waives and releases all such liabilities, claims and obligations against any such Non-Party Entities and (ii) agrees not to commence any claim, action, suit, proceeding or arbitral action against any such Non-Party Entities in connection with this Agreement or related the transactions contemplated hereby; provided that nothing in this Section 12.15 shall limit the rights of any manner party to the items in Debt Commitment Letter or any other Contract with a Debt Financing Source to the immediately preceding clauses (a) through (d)extent expressly set forth therein. Non-Party Entities are expressly intended as third-party beneficiaries of this Section 12.15 and shall be entitled to enforce the covenants contained herein.

Non-Recourse. All actions, obligations, losses Any claim or causes cause of action (whether in tort, contract or otherwise) that may be based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related 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 brought against (and are those solely of) the Persons that are expressly named as parties hereto or thereto Parties, and then only with respect to the extent specific obligations set forth herein and thereinherein. In furtherance and not in limitation of the foregoingNo former, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present current or future direct or indirect equity holderequityholders, controlling personPersons, Affiliatestockholders, directors, officers, employees, members, managers, agents, trustees, Affiliates, general or limited partners or assignees of the Parties (except permitted assignees under Section 9.2) or of any former, current or future direct or indirect equityholder, controlling Person, stockholder, director, officer, employee, member, manager, general or limited partneragent, stockholder, incorporator, representative or 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 persontrustee, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative partner or assignee of any of the foregoing (unless such Person is also a partycollectively, but for the avoidance of doubt excluding the Parties) will have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of any Party under this Agreement or for any Proceeding based on, in respect of, or by reason of, the transactions contemplated 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 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 Merger Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any rights or claims against any Party in connection with this Agreement, the Merger 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 (as defined in the Merger Agreement), the foregoing will not limit the rights of the parties to the Debt Financing under any commitment letter related thereto. Notwithstanding any other 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 foregoing or any successor or permitted assign of any of the foregoing shall have be liable for any liability hereunder indirect, special, punitive or thereunder consequential damages (in each caseincluding, whether in tortwithout limitation, contract any loss of profits, business or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, anticipated savings) in connection with the Financing, the Transactions, or with respect to any activities related in any manner to the items in Financing, including the immediately preceding clauses (a) through (d)preparation of the Commitment Letters and the Fee Letters.

Non-Recourse. All actionsExcept as expressly set forth in this Agreement or any documents contemplated hereby, all claims, obligations, losses Liabilities or causes of action Actions (whether in contract or in tort, contract in Law or otherwisein 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 (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution or performance of this Agreement and/or (including any other Transaction Documentrepresentation or warranty made in, (cin connection with, or as an inducement to, this Agreement) 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 casehereby, may be made, only be made against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties hereto or thereto Parties in the preamble 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 (the other Transaction Documents or otherwise to the contrary“Contracting Parties”). No Person who is not a Contracting Party, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) including any past, present or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, equityholder, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any party hereto financial advisor or thereto (unless such Person is also a party) lender to, any Contracting Party, or (ii) any past, present or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, equityholder, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (unless such Person is also a partycollectively, the “Nonparty Affiliates”), and none of the foregoing shall will have any liability hereunder Liability (whether in contract or thereunder (in each case, whether in tort, contract in Law or otherwise)in equity, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute) for any claims, be imposed on Actions, obligations, or otherwise be incurred by any of the aforementionedLiabilities arising under, as such, arising out of, in connection with with, or related in any manner to this Agreement or the items transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach of this Agreement and the transactions contemplated 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 immediately preceding clauses (a) through (d).Confidentiality Agreement, 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. 157

Non-Recourse. All actions(a) This Agreement may only be enforced against, obligations, losses or causes of action (whether in tort, contract or otherwise) and any litigation matter that may be based upon, in respect of, arise under, out of or by reason ofreason, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, performance or performance breach (whether willful, intentional, unintentional or otherwise), of this Agreement and/or Agreement, including, without limitation, any other Transaction Documentrepresentation or warranty made or alleged to have been made in, (c) any breach in connection with, or violation of as an inducement to, this Agreement and/or any (each of such above-described legal, equitable or other Transaction Document and (dtheories or sources of liability, a “Recourse Theory”) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly named identified as the parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation signature pages of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contraryand solely in their capacities as such. No Person who is not a party hereto (including without limitation, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any pastformer, present current or future direct or indirect indirect: equity holder, controlling personPerson, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, memberattorney or representative of, managerand any financial advisor or equity source to (all above-described Persons in this subclause (i), general collectively, “Affiliated Persons”) a party hereto or limited partnerany Affiliate of such party, stockholderand (ii) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto (the Persons in subclauses (i) and (ii), incorporatortogether with their respective successors, representative assigns, heirs, executors or assignee 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 Affiliates or thereto (unless such any Person is also a party) claiming by, through 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 on behalf of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have them institute any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by litigation matter under any of the aforementioned, as such, arising out of, in connection with or related in Recourse Theory against any manner to the items in the immediately preceding clauses (a) through (d)Non-Party.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsany other Transaction Document or any document, losses certificate or causes of action (whether instrument delivered in tort, contract connection herewith or otherwise) , each party hereto acknowledges and agrees, on behalf of itself and its respective Related Persons, that all Actions that may be based upon, in respect of, arise under, out or of, by reason of, be connected with, or relate in any manner to (a) this Agreement and/or or any other Transaction DocumentDocument or the Transactions, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction DocumentDocument (including any representation or warranty made in, in connection with, or as an inducement to, any of the foregoing documents), (c) any breach or violation of this Agreement and/or or any other Transaction Document and (d) any the failure of the transactions contemplated hereby or in the other Transaction Documents Transactions to be consummated, in each case, case may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to thereto, as applicable (other than claims by Parent against the extent set forth herein insurers under any buy side representations and thereinwarranty insurance policy obtained by Parent or any of its Affiliates). In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees hereto acknowledges and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Persons, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions shall be sought or had against (i) 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 party hereto or thereto (unless such other 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 (unless and no such other Person is also a party), and none of the foregoing shall have any liability hereunder Liabilities (whether in contract or thereunder (in each case, whether in tort, contract in law or in equity or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute or otherwise, be imposed on whether by or otherwise be incurred by any through attempted piercing of the aforementionedcorporate, as suchpartnership, 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 immediately 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 any party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable actions, suits, claims, investigations or proceedings, by virtue of any law, or otherwise, except for (i) claims against any Person that is party to, and solely pursuant to the terms and conditions of, the applicable Transaction Document(s), (ii) claims of fraud, (iii) claims against any Person that is party to, and solely pursuant to the terms and conditions of the, the Confidentiality Agreement, and (iv) claims Parent or Merger Sub may, in their sole discretion, assert against the Debt Financing Sources pursuant to the terms and conditions of the Debt Commitment Letter.

Non-Recourse. All actionsNotwithstanding anything to the contrary in this Agreement, obligations(a) this Agreement may only be enforced against, losses and any action, dispute, claim, suit or causes other proceeding for breach of action this Agreement may only be made against, the Persons that are expressly identified herein and/or are parties hereto, (b) none of (i) the former, current and future Affiliates, directors, officers, managers, employees, advisors, representatives, shareholders, members, managers, partners, successors and assigns of the Investor Members or any Affiliate thereof or any former, current and future Affiliate, director, officer, manager, employee, advisor, representative, shareholder, member, manager, partner, successor and assign of any of the foregoing (collectively, “Investor Related Parties”) shall have any liability for any liabilities or obligations of the parties hereto for any action, dispute, claim, suit or other proceeding (whether in tort, contract 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 and/or any other Transaction Document, (b) the negotiation, execution or performance for breach of this Agreement and/or or in respect of any other Transaction Documentrepresentations made or alleged to be made in connection herewith, (c) none of Real, the Issuer nor or their respective Affiliates shall have any breach or violation rights of this Agreement and/or recovery in respect hereof against any other Transaction Document Investor Related Party and (d) no personal liability shall attach to any failure Investor Related Party through the Investor Members or otherwise, whether by or through attempted piercing of the transactions contemplated hereby corporate veil, by or in the through an action, dispute, claim, suit or other Transaction Documents to be consummated, in each case, may only be made against proceeding (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 the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) 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 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability by the enforcement of any judgment, fine or losses whatsoever penalty or by virtue of any statute, regulation or other applicable Law, or otherwise; provided that, for the avoidance of doubt, nothing in this Section 5.9 shall attach to, be imposed on restrict or otherwise be incurred by limit the rights or obligations of a Person under any of the aforementioned, as such, arising out of, in connection with or related in any manner other Transaction Agreement to the items in the immediately preceding clauses (a) through (d)which such Person is a party.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement or any document, obligationsagreement, losses or causes instrument delivered contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of action the benefits of this Agreement and the other Transaction Documents, covenants, agrees and acknowledges that no Persons other than the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out by or 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 the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself such party against such Persons and its Affiliates and its and their respective representativesentities, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by the enforcement of any party hereto assessment or thereto (unless such Person is also a party) by any legal or (ii) any pastequitable proceeding, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by virtue of any of the foregoing (unless such Person is also a party)statute, and none of the foregoing shall have any liability hereunder regulation or thereunder (in each caseother applicable law, whether in tort, contract or otherwise), ; 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 of the aforementionedsuch Persons, as such, arising out for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding anything in connection with or related in any manner the Transaction Documents to the items in contrary, the immediately preceding clauses (a) through (d)liability of the Investors shall be several, not joint.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (a) this Agreement and/or Agreement, any other Transaction Documentagreement referenced herein or the transactions contemplated hereby or thereby, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (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 this Agreement and/or or any other Transaction Document agreement referenced herein, and (d) any failure of the transactions contemplated hereby or in the under any other Transaction Documents agreement referenced herein to be consummated, in each case, may only be made only against (and are those solely of) the 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 hereto or thereto thereof, and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement 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 (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 Transaction Document shall be had against theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in clauses (ia) 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 party hereto or thereto through (unless such Person is also a partyd) 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)immediately preceding sentence, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)) 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 multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, any other agreement referenced herein or the transactions contemplated hereby or thereby, or the valid termination or abandonment of any of the foregoing.

Non-Recourse. All actionsclaims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract in law or otherwisein 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 (a) this Agreement and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, or performance of this Agreement and/or (including any other Transaction Document, (c) any breach representation 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 consummatedwarranty made in, in each caseconnection with, or as an inducement to, this Agreement), may only be made only against (and such representations and warranties are those solely of) the Persons that are expressly named as parties hereto or thereto Parties and then only with respect to the extent express obligations set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise pursuant to the contraryterms hereof. No Person who is not a Party, each party covenantsincluding any current, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present former or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, shareholder, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any party hereto financial advisor or thereto (unless such Person is also a party) lender to, any Party, or (ii) any pastcurrent, present former or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, shareholder, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any financial advisor or lender to, any of the foregoing (unless such Person is also a partycollectively, the “Nonparty Affiliates”), and none of the foregoing shall have any liability hereunder (whether in contract or thereunder (in each case, whether in tort, contract in law or otherwise)in equity, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute) for any claims, be imposed on causes of action, obligations, or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising out of, in connection with 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, to the items maximum extent permitted by Laws, each 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, each Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the immediately preceding clauses entity form of a Party or otherwise impose liability of a 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. The provisions of this Section 8.16 are intended to be for the benefit of, and shall be enforceable by, each Nonparty Affiliate and each such Person’s heirs, representatives, successors or assigns, it being expressly agreed that such Persons shall be third party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall limit claims against (aor liability of) through any Person in respect of Fraud. The undersigned have entered into this Transaction Agreement effective as of the date first written above. BRIDGEBIO PHARMA, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Executive Officer INVESTORS AND INVESTORS’ REPRESENTATIVES: VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB- MASTER LP By: Viking Global Opportunities Portfolio GP LLC, its general partner By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory VIKING GLOBAL OPPORTUNITIES DRAWDOWN (dAGGREGATOR) LP By: Viking Global Opportunities Drawdown Portfolio GP LLC, its general partner By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory [Signature Page to Transaction Agreement] PATIENT SQUARE BRAVO AGGREGATOR, LP By: Patient Square Equity Advisors, LP Its: General Partner By: Patient Square Capital Holdings, LLC Its: General Partner By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Its: General Counsel INVESTORS’ REPRESENTATIVE: PATIENT SQUARE BRAVO AGGREGATOR, LP By: Patient Square Equity Advisors, LP Its: General Partner By: Patient Square Capital Holdings, LLC Its: General Partner By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Its: General Counsel SC US/E GROWTH FUND X MANAGEMENT, L.P., as nominee By: SC US (TTGP), LTD., a Cayman Islands exempted company Title: General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory SC US/E VENTURE FUND XVIII MANAGEMENT, L.P., as nominee By: SC US (TTGP), LTD., a Cayman Islands exempted company Title: General Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory [Signature Page to Transaction Agreement] XXXXXXX LIFE SCIENCES XI, L.P. By: FHMLS XI, L.P. Its general partner By: FHMLS XI, L.L.C. Its general partner By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director XXXXXXX LIFE SCIENCES PUBLIC FUND, L.P. By: FHMLSP, L.P. Its general partner By: FHMLSP, L.L.C. Its general partner By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director XXXXXXX LIFE SCIENCES PUBLIC OVERAGE FUND, L.P. By: FHMLSP Overage, L.P. Its general partner By: FHMLSP Overage, L.L.C. Its general partner By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director CORMORANT PRIVATE HEALTHCARE FUND IV, LP By: Cormorant Private Healthcare XX XX, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Member CORMORANT PRIVATE HEALTHCARE FUND V, LP By: Cormorant Private Healthcare GP V, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Member CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: Cormorant Global Healthcare GP, LLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Member AISLING V BRIDGE SPLITTER LP By: Aisling Capital Partners V, LP Its: General Partner By: Aisling Capital Partners V LLC Its: General Partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer [Signature Page to Transaction Agreement] XXXXX XXXXXX REVOCABLE TRUST By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Trustee [Signature Page to Transaction Agreement] BRIDGEBIOX PHARMA, LLC By: /s/ Xxxxx Xx Name: Xxxxx Xx Title: President

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) that may be based uponUnless expressly agreed to otherwise by the parties to this Agreement, in respect ofwriting, arise underthis Agreement may only be enforced against, out or by reason of, be connected and any Proceeding in connection with, arising out of or relate in otherwise resulting from this Agreement, or any manner instrument or other document delivered pursuant to (a) this Agreement and/or any other Transaction Document, (b) or 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 caseContemplated Transactions, may only be made brought against (and are those solely of) the Persons that are expressly named as parties hereto of this Agreement (or thereto any of their respective successors, legal representatives and permitted assigns) and then only with respect to the extent specific obligations set forth herein and thereinwith respect to such party. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against No (i) any past, present or future direct director, employee (including any officer), incorporator, manager, member, partner, stockholder, other equity holder or indirect equity holderpersons in a similar capacity, controlling person, Affiliate, member, manager, general Affiliate or limited partner, stockholder, incorporator, representative or assignee other Representative of any party hereto or thereto (unless such Person is also a party) any of their respective successors and permitted assigns or (ii) any past, present or future direct director, employee (including any officer), incorporator, manager, member, partner, stockholder, other equity holder or indirect equity holderpersons in a similar capacity, controlling person, Affiliate, member, manager, general Affiliate or limited partner, stockholder, incorporator, representative or assignee other Representative of any of the Persons set forth in the foregoing clause (unless i) or any of their respective successors and permitted assigns (unless, for the avoidance of doubt, such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (other obligation for any obligation of any party under this Agreement or for any Proceeding in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as suchconnection with, arising out ofof or otherwise resulting from this Agreement, or any instrument or other document delivered pursuant to this Agreement or the Contemplated Transactions; provided, however, that nothing in connection with this Section 9.13 shall limit any liability or related in any manner other obligation of the parties for breaches of the terms and conditions of this Agreement. The parties have caused this Subscription Agreement to be executed as of the items in date first written above. SONIM TECHNOLOGIES, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: President, Chief Financial Officer and Chief Operating Officer AJP Holding Company, LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Member EXHIBIT A DEFINED TERMS The following capitalized terms have the immediately preceding clauses (a) through (d).meanings indicated:

Non-Recourse. All actionsExcept in the case of Actual Fraud, each party hereto agrees, on behalf of itself and its controlled Affiliates, that, all Actions, legal proceedings, claims, obligations, losses liabilities or causes of action (whether in contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 and/or any or the other Transaction DocumentDocuments, (b) the negotiation, execution or performance of this Agreement and/or any or the other Transaction DocumentDocuments, or (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 consummatedDocuments, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto to this Agreement or thereto the other Transaction Documents, as applicable, and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement and the other Transaction Documents. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contraryAgreement, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativescontrolled Affiliates, that that, no recourse under this Agreement or any other Transaction Document shall be sought or had against (i) 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 party hereto or thereto (unless such other 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 (unless such and no other Person is also a party), and none of the foregoing shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses “(a)” through “(c)”, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses “(a)” through “(c)”, in each case, except for claims that any party to this Agreement or other Transaction Document may assert against another party hereto or thereto, as applicable, solely in accordance with, and pursuant to the terms and conditions of, this Agreement and the other Transaction Documents. Except as provided in this Section 12.15, in no event shall any Person be liable for the Actual Fraud or Willful and Intentional Breach of any other Person, and a claim for Actual Fraud or Willful and Intentional Breach may only be asserted against the person that committed such Actual Fraud or such Willful and Intentional Breach; provided, however, that (i) through each of the Major Company Stockholders shall be severally, and not jointly, responsible, in accordance with their Pro Rata Share, with respect to any damages which are suffered or incurred by Parent due to Actual Fraud with respect to ARTICLE 3, (d).ii) only Ardent Leisure shall be responsible for any damages which are suffered or incurred by Parent due to Actual Fraud with respect to ARTICLE 4, and (iii) only RedBird and the RedBird Obligors shall be responsible for any damages which are suffered or incurred by Parent due to Actual Fraud with respect to ARTICLE 5; provided, further, that in no event shall (x) Ardent Leisure be responsible for any such damages in excess of the Ardent Leisure Common Stock Consideration and (y) RedBird or the RedBird Obligors be responsible for any such damages in excess of the RedBird Series A Preferred Stock Consideration. 101

Non-Recourse. All actionsNotwithstanding anything to the contrary contained herein or otherwise, obligationsthis Agreement may only be enforced against, losses and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby (other than with respect to the Related Agreements), may only be made against the entities and Persons that are expressly identified as Parties to this Agreement in their capacities as such or any permitted assignees of the foregoing, and no former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the Parties to this Agreement or for any claim (whether in tort, contract or otherwise) that may be based uponon, in respect of, arise under, out or 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 respect of any representations or warranties made or alleged to be consummated, made in each case, may only be made against (and are those solely of) connection herewith. Without limiting 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 the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee rights of any party against the other Parties hereto or thereto 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 (unless such Person is also a party) or (ii) any pastfor the avoidance of doubt, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of including any of the foregoing (unless such Person is also a partySecurityholders), and none . None of the foregoing shall Parent’s Debt Financing Sources will have any liability hereunder to the Company or thereunder (in each caseits 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 tortcontract, contract in tort or otherwise), it being expressly agreed and acknowledged that no personal liability neither the Company nor any of its Affiliates will have any rights or losses whatsoever shall attach to, be imposed on or otherwise be incurred by claims against any of the aforementioned, as such, arising out of, in connection with Debt Financing Sources hereunder or related in any manner to the items in the immediately preceding clauses (a) through (d)thereunder.

Non-Recourse. All Notwithstanding anything that may be expressed or implied in this Agreement, any other Transaction Document or any document, certificate or instrument delivered in connection herewith or therewith or otherwise, each party hereby acknowledges and agrees, on behalf of itself and its respective Affiliates, that all actions, obligationssuits, losses claims, investigations or causes of action (whether in tort, contract or otherwise) proceedings that may be based upon, in respect of, arise under, out or of, by reason of, be connected with, or relate in any manner to (a) this Agreement and/or or any other Transaction DocumentDocument or the transactions contemplated hereunder or thereunder, (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction DocumentDocument (including any representation or warranty made in, in connection with, or as an inducement to, any of the foregoing documents), (c) any breach or violation of this Agreement and/or or any other Transaction Document and (d) any the failure of the transactions contemplated hereby hereunder or in the by any other Transaction Documents Document, to be consummated, in each case, case may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to the extent set forth herein and thereinthereto, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees hereby acknowledges and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, 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 (i) 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 party hereto or thereto (unless other 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 (unless and no other such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether contract or in tort, contract in Law or in equity or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute or otherwise, be imposed on whether by or otherwise be incurred by any through attempted piercing of the aforementionedcorporate, as suchpartnership, 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 any party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable actions, suits, claims, investigations or proceedings, by virtue of any law, or otherwise, except for (i) claims of Actual Fraud, (ii) claims under and to the extent provided for in Article XI of this Agreement and (iii) claims against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement.

Non-Recourse. All Each party agrees, on behalf of itself and its Affiliates, that all actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (aA) this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (bB) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument 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), (cC) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein and (dD) any failure of the transactions contemplated hereby Merger or in under any Transaction Document or any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons persons that are expressly named identified as parties hereto to this Agreement or thereto the applicable other Transaction Document and, in accordance with, and subject to the extent set forth herein terms and therein. In furtherance and not in limitation conditions of this Agreement or the foregoingapplicable other Transaction Document, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents 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 Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or 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 (i) any past, present or future direct or indirect equity holder, controlling other person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD).. 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, no Company Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing. * * * * * [End of text—the next page is the signature page]

Non-Recourse. All actionsExcept in the case of fraud, obligationsthis Agreement may only be enforced against, losses and any claim or causes cause of action (whether in tort, contract or otherwise) that may be Action based upon, in respect of, arise arising under, out or by reason of, be connected or in connection with, or relate related 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) brought against, the Persons entities that are expressly named as parties hereto or thereto Parties in the preamble of this Agreement (the “Contracting Parties”) and then only with respect to the extent specific obligations set forth herein and thereinwith respect to such Contracting Party. In furtherance and Except in the case of fraud, no Person that is not in limitation of the foregoinga Contracting Party, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) including any past, present or future direct Representative or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee Affiliate of any party hereto Contracting Party 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 Affiliate of any of the foregoing (unless such Person is also each, a party“Nonparty Affiliate”), and none of the foregoing shall have any liability hereunder or thereunder Liability (in each case, whether in contract, tort, contract at law or in equity, or granted by statute or otherwise)) for any claims, it being expressly agreed and acknowledged that no personal liability causes or losses whatsoever shall attach toaction or other obligations or Liabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, or in connection with with, or related in any manner to this Agreement or the items transactions contemplated hereby, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach. To the maximum extent permitted by applicable Law, except in the immediately preceding clauses case of fraud, (a) through each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action and other obligations and Liabilities against any such Nonparty Affiliates, (d)b) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (c) 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. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything to the contrary that may be based upon, in respect of, arise under, out expressed or 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 implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the other Transaction Documents fact that Holder or otherwise to 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 contrarybenefits of this Agreement, each party covenants, agrees and acknowledges, on behalf of itself acknowledges that no person other than Holder and its Affiliates successors and its permitted assignees shall have any obligation hereunder and their respective representativesthat it has no rights of recovery against, that and no recourse hereunder or under this Agreement Agreement, the Merger Agreement, the JBA, Xxxxxx’s ECL (if any) or any other Transaction Document documents or instruments delivered in connection herewith or therewith shall be had against (i) against, any pastformer, present current or future direct or indirect equity holderdirector, controlling personofficer, agent, Affiliate, membermanager 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, stockholderequityholder, incorporator, representative manager or 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 member of any of the foregoing (unless such Person is also each, other than Xxxxxx and its successors and permitted assignees, a party“Holder Affiliate”), and none whether by or through attempted piercing of the foregoing shall have corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any liability hereunder assessment or thereunder (in each caseby any legal or equitable proceeding, whether in tortor by virtue of any statute, contract 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), it being (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 Xxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agreed agree and acknowledged acknowledge that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementionedHolder Affiliate, as such, arising out 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, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of, such obligations or their creation.

Non-Recourse. All actionsThis Agreement may only be enforced against, obligations, losses or causes of action (whether in tort, contract or otherwise) and any Action 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 and/or any other Transaction DocumentAgreement, (b) or the negotiation, execution execution, performance or performance breach (whether willful, intentional, unintentional or otherwise), of this Agreement and/or Agreement, including any other Transaction Documentrepresentation or warranty made or alleged to have been made in connection with, (c) any breach or violation of as an inducement to, this Agreement and/or any (each of such above-described legal, equitable or other Transaction Document and (dtheories or sources of liability, a “Recourse Theory”) any failure of the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, may only be made or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly named identified as the parties hereto or thereto in the preamble to the extent set forth herein and therein. In furtherance and not in limitation signature pages of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each and solely in their capacities as such. No Person who is not a party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against hereto (iincluding (a) any pastformer, present current or future direct or indirect equity holder, controlling personPerson, Affiliatemanagement company, incorporator, member, manager, general or limited partner, stockholdermanager, incorporatordirector, officer, employee, agent, Affiliate, attorney or representative of, and any financial advisor or assignee lender to (all above-described Persons in this subclause (a), collectively, “Affiliated Persons”) a party hereto or any Affiliate of such party, and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto (the Persons in subclauses (a) and (b), 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 Affiliates or thereto (unless such any Person is also a party) claiming by, through 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 on behalf of any of them institute any Action under any Recourse Theory against any Non-Party. Notwithstanding the foregoing (unless such Person is also a party)foregoing, and none nothing in this Section 13.17 shall limit the rights of the foregoing shall have any liability hereunder or thereunder (in each caseBuyer Indemnified Party pursuant to Article 11, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner including its right to the items in the immediately preceding clauses (a) through (d)receive payment pursuant to Section 11.5.

Non-Recourse. All actionsEach party to this Agreement agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Actions (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (a) this Agreement and/or or any other Transaction Document, of the Transactions; (b) the negotiation, execution or performance of this Agreement and/or any other Transaction Document, Agreement; (c) any breach or violation of this Agreement and/or any other Transaction Document Agreement; and (d) any failure of any of the transactions contemplated hereby or in the other Transaction Documents Transactions to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to this Agreement and in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contraryAgreement, each party covenants, agrees and acknowledgesto this Agreement agrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any other Transaction Document shall be had against (i) 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 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 in connection with any of the foregoing (unless such Person is also a party)Transactions will be sought or had against any other Person, including any Related Party, and none of the foregoing shall no other Person, including any Related Party, will have any liability hereunder Liabilities (whether in Contract or thereunder (in each case, whether in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), it being expressly agreed and acknowledged that no personal liability for any claims, causes of action or losses whatsoever shall attach toLiabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal Liability or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that any Stockholder or Acquiror, as applicable, may assert against the other Stockholder or Acquiror, as applicable, solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement, no 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 Transactions, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsand except as set forth in the Confidentiality Agreement, losses or all claims, causes of action (whether in tortaction, contract obligations or otherwise) liabilities that may be based upon, in respect of, arise under, out or by reason of, be connected with, under or relate in any manner to (a) this Agreement and/or any other Transaction Document, or the Ancillary Agreements (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 including the transactions contemplated hereby or in the other Transaction Documents to be consummated, in each case, and thereby) may only be made enforced against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to such Contract (the extent set forth herein and therein“Contracting Parties”). In furtherance and No Person who is not in limitation of the foregoinga Contracting Party, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contraryincluding any current, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present former or future direct or indirect equity holderequityholder, incorporator, controlling person, Affiliate, member, manager, general or limited partner, stockholdermember, manager, Affiliate, assignee or Representative of, and any financial advisor or lender to, any Contracting Party, or any current, former or future equityholder, incorporator, representative or 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, stockholdermember, incorporatormanager, representative Affiliate, assignee or assignee of Representative of, and any financial advisor or lender to, any of the foregoing or any of their respective successors, predecessors or assigns (unless such Person is also a partyor any successors, predecessors or assigns of the foregoing) (collectively, “Non-Parties”), and none of the foregoing shall have any liability hereunder Liability (whether in Law or thereunder (in each caseequity, whether in tort, contract or in tort or otherwise) for any claims, causes of action, obligations, or liabilities arising under or relating to this Agreement or any Ancillary Agreement (or the transactions contemplated hereby or thereby) or based on, in respect of, or by reason of this Agreement or any Ancillary Agreement (or the transactions contemplated hereby or thereby); provided, it being expressly agreed that nothing herein shall limit the rights of any party to the Confidentiality Agreement under the Confidentiality Agreement. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Confidentiality Agreement, (a) each Contracting Party hereby waives and acknowledged releases any and all rights, claims, demands, or causes of action that no personal liability may otherwise be available, whether at Law, in equity, in contract, in tort or losses whatsoever shall attach tootherwise, be imposed on to avoid or disregard the entity form of a Contracting Party or otherwise be incurred impose Liability of a Contracting Party on any Non-Party, whether granted by any statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the aforementionedveil, as suchunfairness, undercapitalization, or otherwise, in each case arising under, out of, in connection with with, or related in any manner to this Agreement or any Ancillary Agreement (or the items transactions contemplated hereby or thereby) or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the immediately preceding clauses Confidentiality Agreement); and (ab) through each Contracting Party disclaims any reliance upon any Non-Parties with respect to the performance of this Agreement or any Ancillary Agreement (dor the transactions contemplated hereby or thereby) or any representation or warranty made in, in connection with, or as an inducement to this Agreement or any Ancillary Agreement (or the transactions contemplated hereby or thereby). Notwithstanding anything to the contrary contained herein or otherwise, after the Closing, no party may seek to rescind this Agreement or any Ancillary Agreement (or the transactions contemplated hereby or thereby).

Non-Recourse. All actionsThis Agreement may only be enforced against, obligations, losses and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no other Parent Party (other than the Guarantors solely to the extent set forth in the Guaranty or Equity Commitment Letter or the parties to the Searchlight Letter Agreement or the Voting and Support Agreement in accordance with the terms thereof) 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) that may be based uponon, in respect of, arise under, out or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be connected withmade in connection herewith. Without limiting the rights of the Company against Parent or either Merger Sub hereunder, in no event shall the Company or any of its Affiliates, and the Company agrees not to and to cause its Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or relate seek to recover monetary damages from, any Parent Party or any other Person (other than Parent, each Merger Sub and, solely to the extent set forth in the Guaranty or Equity Commitment Letter, the Guarantors or the parties to the Searchlight Letter Agreement or the Voting and Support Agreement in accordance with the terms thereof). No Financing Related Person shall have any manner liability or obligation to the Company, any Company Party (awhether in contract or in tort, in law or in equity or otherwise) relating to: (i) this Agreement and/or any other Transaction DocumentAgreement, the Debt Financing, the Debt Commitment Letter or the transactions contemplated hereunder or thereunder, (bii) the negotiation, execution or performance of this Agreement and/or (including any other Transaction Documentrepresentation or warranty made in, in connection with, or as an inducement to, this Agreement), (ciii) any breach or violation of this Agreement and/or any other Transaction Document and or (div) any failure of the transactions contemplated hereby or in the other Transaction Documents hereunder 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 the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) 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 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d).

Non-Recourse. All Each party agrees, on behalf of itself and its Affiliates, that all actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee, the CVR Agreement and/or (together, the “Transaction Documents”) or any other Transaction Document, agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument 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 and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein; and (d) any failure of the transactions Merger or any other transaction contemplated hereby by any Transaction Document or in any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto to this Agreement or thereto the applicable other Transaction Document and, in accordance with, and subject to the extent set forth herein terms and therein. In furtherance and not in limitation conditions of this Agreement or the foregoingapplicable other Transaction Document, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents 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 Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or 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 (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d). 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 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 this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsEach Party agrees, on behalf of itself and its Affiliates and Related Parties, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (aA) this Agreement and/or Agreement, any other Transaction DocumentDocument or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (bB) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument 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), (cC) any breach or violation of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein and (dD) any failure of the transactions contemplated hereby hereunder or in under any Transaction Document or any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto to this Agreement and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein or otherwise to the contrary, each party Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or 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 (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of including 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 (unless such Person is also a party)Parent Related Party, and none of the foregoing no other Person, including any Parent Related Party, shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that (1) the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.2, Section 9.12 and this Section 9.16): (i) against any Person that is party to and solely pursuant to the terms and conditions of, the Confidentiality Agreement or any Specified Commercial Matter, as applicable, (ii) against each Guarantor under, if, as and when required pursuant to the terms and conditions of the Parent Guarantee, (iii) against the Equity Investors for specific performance of the Equity Investors’ obligation to fund their committed portions of the Equity Financing thereunder solely in accordance with, and pursuant to the terms and conditions of, Section 6 of the Equity Financing Commitment or (iv) against 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 against the financing sources pursuant to the terms and conditions of the Third-Party Financing Commitments. Notwithstanding anything to the contrary herein or otherwise, no Parent Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) that This Agreement may be enforced only against, and any Action based upon, in respect arising out of, arise under, out or by reason of, be connected with, or relate in any manner related 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 may be consummatedbrought only against, in each case, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto or thereto Parties and then only with respect to the extent specific obligations set forth herein with respect to such Party. With respect to each Party, no direct or indirect past, present, or future Affiliate, director, officer, member, manager, partner, equityholder, employee, agent or Representative of such Party, and therein. In furtherance and not no direct or indirect past, present, or future director, officer, member, manager, partner, equityholder, employee, agent or Representative of any Affiliate of such Party shall have any obligation or Liability of any kind (whether in limitation 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 foregoingrepresentations, and notwithstanding anything contained in warranties, covenants, agreements or other obligations or liabilities of such Party or for any claim based on, arising out of, or related to this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, transactions contemplated hereby. The Seller (on behalf of itself and its Affiliates equity holders, Representatives and its Affiliates, including each of the Group Companies) agrees that none of the Financing Sources have or will have any liability to the Seller, or any equity holder, Representative or Affiliate of the Seller (including each of the Group Companies), and their respective representativesthat neither the Seller nor any equity holder, that no recourse under Representative or Affiliate of the Seller (including each of the Group Companies) shall have any right or claim against any Financing Source, in each 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 other Transaction Document shall be had against (i) 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 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 (unless such Person is also a party)transactions contemplated by this Agreement, and none of the foregoing shall have including any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, dispute arising out of, in connection with of or related relating in any manner to way any Debt Financing or the items in the immediately preceding clauses (a) through (dperformance thereof).

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (a) this Agreement and/or any Agreement, the other Transaction DocumentDocuments, the Transactions or the transactions contemplated by the Commercial Agreement, (b) the negotiation, execution or performance of this Agreement and/or Agreement, the other Transaction Documents or any other agreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, the other Transaction DocumentDocuments or such other agreement), (c) any breach or violation of this Agreement and/or Agreement, the other Transaction Documents, or any other Transaction Document agreement referenced herein, and (d) any failure of the transactions contemplated hereby or in the under any other Transaction Documents agreement referenced herein to be consummated, in each case, may only be made only against (and are those solely of) the 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 hereto or thereto thereof, and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement, such other Transaction Document or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or any other Transaction Document shall be had against (i) 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 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 in connection with any of the foregoing (unless such Person is also a party)Transactions or the transactions contemplated by the Commercial Agreement shall be sought or had against any other Person, and none of the foregoing no other Person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise), or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in clauses (a) through (d) of the immediately preceding sentence, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)) 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 multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the Transactions or the transactions contemplated by the Commercial Agreement, or the valid termination or abandonment of any of the foregoing.

Non-Recourse. All actionsNo provision of this Agreement shall confer upon any Person other than the parties hereto and their permitted assigns any rights or remedies hereunder. This Agreement may only be enforced against, obligations, losses and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchaser, and no former, current or future equityholders, controlling persons, directors, officers, employees, agents, successors, assigns or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent successors, assigns or Affiliate of any of the foregoing (each, a “Specified 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) that may be based uponon, in respect of, arise under, out or 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 respect of any representations made or alleged to be consummated, made 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 foregoingconnection herewith, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) 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 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on 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 the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise, except to the extent set forth in, and subject to the conditions and in accordance with the terms of the Confidentiality Agreement and the confidentiality obligations set forth therein. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of the aforementionedits Affiliates seek to enforce this Agreement against, as suchmake any claims for breach of this Agreement against, arising out ofor seek to recover monetary damages from, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)Specified Person. 4840-5838-5626.18 [Remainder of page intentionally left blank.] 4840-5838-5626.18

Non-Recourse. All actionsThis Agreement may only be enforced against, obligations, losses and any Actions or causes of action liabilities (whether in contract or in tort, contract in law or otherwisein equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) the negotiation, execution execution, or performance of this Agreement and/or (including any other Transaction Documentrepresentation or warranty made in, in connection with, or as an inducement to, this Agreement), (c) any breach or violation of this Agreement and/or any other Transaction Document and Agreement, or (d) any failure of the transactions contemplated hereby or in the other Transaction Documents by this Agreement to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto Parties to this Agreement. Except (i) to the extent named as a Party to this Agreement, and then only to the extent of the specific liabilities of such Parties set forth herein in this Agreement or (ii) in the case of a breach of any agreement, document or instrument delivered in connection with this Agreement (including the Related Documents), to the extent named as a party therein, and then only to the extent of the specific obligations of the applicable parties set forth therein, no past, present or future equity holder, member, partner, manager, director, officer, employee, Affiliate, agent, representative, or advisor of, or lender to (including the Financing Sources), any Party to this Agreement or any Company Subsidiary will have any liability (whether in contract or in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any of the representations, warranties, covenants, agreements or other liabilities of any of the Parties to this Agreement or for any Action based upon, arising out of or related to (A) this Agreement, (B) the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), (C) any breach of this Agreement, or (D) any failure of the transactions contemplated by this Agreement to be consummated, may be made only against (and are those solely of) the Persons that are expressly identified as Parties to this Agreement. Furthermore, the Sellers (1) waive any claims or rights against the Financing Sources or in any way relating to this Agreement, the Commitment Letter or any of the transactions contemplated hereby or thereby, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof or the Financing contemplated thereby, whether at law, in equity, in contract, in tort or otherwise, (2) hereby agree not to bring or support any suit, action or proceeding against any Financing Source in connection with this Agreement, the Financing, the Commitment Letter and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (iii) hereby agree to cause any suit, action or proceeding asserted against any Financing Source by or on behalf of the Sellers or any of their respective Affiliates in connection with this Agreement, the Financing, the Commitment Letter and the transactions contemplated hereby and thereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waivers and agreements, it is acknowledged and agreed that no Financing Source shall have any liability for any claims or damages to the Sellers in connection with this Agreement, the Financing, the Commitment Letter and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, and notwithstanding anything contained nothing in this Agreement Section 10.21 shall in any way limit or modify the other Transaction Documents or otherwise to the contrary, each party covenants, agrees rights and acknowledges, on behalf obligations of itself and its Affiliates and its and their respective representatives, that no recourse DFHT under this Agreement or any other Transaction Document shall be had against (i) 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 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 Financing Source’s obligations to DFHT under the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d).Commitment Letter. * * * *

Non-Recourse. All Each party agrees, on behalf of itself and its Affiliates, that all actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee (together, the “Transaction Documents”) or any other Transaction Document, agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction DocumentDocument 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 and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein; and (d) any failure of the transactions Merger or any other transaction contemplated hereby by any Transaction Document or in any other agreement referenced herein or therein (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto to this Agreement or thereto the applicable other Transaction Document and, in accordance with, and subject to the extent set forth herein terms and therein. In furtherance and not in limitation conditions of this Agreement or the foregoingapplicable other Transaction Document, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents 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 Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or 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 (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract at Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d). 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 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 this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement or any document, obligationsagreement, losses or causes instrument delivered contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of action the benefits of the Transaction Documents, covenants, agrees and acknowledges that no Persons other than the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out by or 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 the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself such party against such Persons and its Affiliates and its and their respective representativesentities, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by the enforcement of any party hereto assessment or thereto (unless such Person is also a party) by any legal or (ii) any pastequitable proceeding, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by virtue of any of the foregoing (unless such Person is also a party)statute, and none of the foregoing shall have any liability hereunder regulation or thereunder (in each caseother applicable law, whether in tort, contract or otherwise), ; 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 of the aforementionedsuch Persons, as such, arising out for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding anything in connection with or related in any manner the Transaction Documents to the items in contrary, the immediately preceding clauses (a) through (d).liability of the Värde Parties shall be several, not joint. 6.16

Non-Recourse. All actionsOther the claims for fraud, obligationsall claims, losses suits or causes of action Proceedings (whether at law or in equity, based upon contract, tort, contract statute or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected withrelate to this Agreement or the other Transaction Documents, or relate 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, (including any representation or warranty made 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 connection with this Agreement or the other Transaction Documents or otherwise as an inducement to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under enter into this Agreement or any the other Transaction Document shall Documents), may be had made only against the Persons that are expressly identified as the parties hereto or thereto in the preamble to and signature pages of this Agreement or the other Transaction Documents (ias the case may be) and solely in their capacities as such. No Person who is not a party hereto or thereto, including any pastcurrent, present former or future direct Affiliate or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee Representative of any party hereto or thereto (unless such Person is also a party) or (ii) any pastcurrent, present former, or future direct Affiliate or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee Representative of any of the foregoing (unless such Person is also a partyPersons, collectively, but specifically excluding the parties hereto, “Non-Parties”), and none of the foregoing shall have any liability hereunder (whether at law or thereunder (in each caseequity, whether in based upon contract, tort, contract statute or otherwise), it being expressly agreed and acknowledged that no personal liability ) for obligations or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, liabilities arising out ofunder, in connection with or related to this Agreement or the other Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement or the other Transaction Documents or the negotiation or execution hereof or thereof; and each party hereto or thereto hereby irrevocably waives and releases all such liabilities, obligations and claims against any manner such Non-Party. Each Non-Party shall be an express third-party beneficiary of, and entitled to the items in the immediately preceding clauses (a) through (d)enforce, this Section 11.17.

Non-Recourse. All actions, obligations, losses or causes Except in the case of action (whether in tort, contract or otherwise) that may be based uponfraud, in no event will the Company seek or obtain, nor will it permit any of its Representatives to seek or obtain through or on behalf of the Company, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party (as defined in the Equity Commitment Letter, which excludes, for the avoidance of doubt, the Guarantors, Parent and Merger Sub) with respect ofto this Agreement, arise under, out the Transaction Documents or by reason of, be connected withthe transactions contemplated hereby and thereby, or relate in the negotiation or execution hereof (including any manner to (a) this Agreement and/or any other Transaction Documentbreach by the Guarantors, (b) Parent or Merger Sub), the negotiation, execution or performance termination of this Agreement and/or any other Transaction DocumentAgreement, (c) any breach or violation of this Agreement and/or any other Transaction Document and (d) any the failure of to consummate the transactions contemplated hereby or in the any claims or actions under applicable Laws arising out of any such breach, termination or failure, 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 than from Parent or thereto Merger Sub to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained expressly provided for in this Agreement or the other Transaction Documents or otherwise Guarantors to the contraryextent expressly provided for in the Transaction Documents. Except in the case of fraud, each party covenantsin no event will Parent or Merger Sub seek or obtain, agrees and acknowledges, nor will they permit any of their Representatives or to seek or obtain through or on behalf of itself and its Affiliates and its and Parent or Merger Sub, nor will they permit any of their respective representativesRepresentatives to seek or obtain, that no recourse under this Agreement nor will any Person be entitled to seek or obtain, any other Transaction Document shall be had monetary recovery or monetary award against (i) any pastformer, present current or future direct or indirect equity holderdirector, controlling personofficer, Affiliateemployee, manager, member, manager, general or limited partner, stockholder, incorporatoragent, representative Affiliate or assignee other Representative of the Company or a Company Subsidiary (each such Person, other than the Company or a Company Subsidiary, a “Non-Recourse Company Party”) with respect to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby, or the negotiation or execution hereof (including any breach by the Company or any Company Subsidiary), the termination of this Agreement, the failure to consummate the transactions contemplated hereby or any claims or actions under applicable Laws arising out of any party hereto such breach, termination or thereto (unless such Person is also failure, other than from the Company or 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner Company Subsidiary to the items extent expressly provided for in the immediately preceding clauses (a) through (d)this Agreement.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its controlled Affiliates (and in the case of the Company, the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, controlled Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company and its controlled Affiliates), that all Proceedings, claims, obligations, losses Liabilities, or causes of action (whether in contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, limited liability company or other entity veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or or any other Transaction Documentagreement referenced herein or contemplated hereby or the transactions contemplated hereunder or thereunder (including the Financing), (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein or contemplated hereby (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 this Agreement and/or or any other Transaction Document 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 or in (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto in the preamble to this Agreement (or thereto any other agreement referenced herein or contemplated hereby, as applicable) and in accordance with, and subject to the extent set forth terms of, this Agreement (or any other agreement referenced herein and thereinor contemplated hereby, in each case as applicable). In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary contained in this Agreement or the any other Transaction Documents agreement referenced herein or otherwise to the contrarycontemplated 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 equity, controlling persons, directors, officers, employees, agents, attorneys, controlled Affiliates, members, managers, general or limited partners, stockholders and assignees of each of such party and its and their respective representativescontrolled Affiliates), that no recourse under this Agreement or any other Transaction Document agreement referenced herein or contemplated hereby or in connection with the Teton Merger or any other transactions contemplated hereby or thereby (including the Financing) shall be sought or had against (i) 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 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 (unless such Person is also a party)other Person, and none of the foregoing no other Person, shall have any liability hereunder Liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, limited liability company or other entity veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementionedaforementioned 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 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 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 Contribution Agreement.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, controlled Affiliates, members, managers, general or limited partners, stockholders and assignees of it and its controlled Affiliates, that all Action, claims, obligations, losses liabilities, or causes of action (whether in contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, limited liability company or other entity veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to to: (a) this Agreement and/or or any other Transaction Documentagreement referenced herein or contemplated hereby or the transactions contemplated hereunder or thereunder (including the Financing Transactions), (b) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein or contemplated hereby (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), and (c) any breach or violation of this Agreement and/or or any other Transaction Document and (d) any failure of the transactions agreement referenced herein or contemplated hereby or in the other Transaction Documents to be consummatedhereby, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto in the preamble 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 the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement (or any other Transaction Document shall be had against (iagreement referenced herein or contemplated hereby, as applicable) 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 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 (unless such Person is also a party)and in accordance with, and none of subject to the foregoing shall have terms of, this Agreement (or any liability hereunder other agreement referenced herein or thereunder (contemplated hereby, in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, case as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (dapplicable).

Non-Recourse. All actionsSection 7.17. Each Party agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Proceedings (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (a) this Agreement and/or Agreement, any of the other Transaction Document, Documents or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (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 and/or or any of the other Transaction Document Documents and (d) any failure of any of the transactions contemplated hereby hereunder or in thereunder (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto 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 extent set forth herein terms and thereinconditions of, this Agreement or such Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesParty agrees, on behalf of itself and its Affiliates and its and their respective representativesRelated 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 shall will be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of including any party hereto or thereto (unless such Person is also a party) or (ii) Related Party and 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 (unless such Person is also a party)Debt Financing Sources Related Party, and none of the foregoing shall no other Person, including any Related Party and any Debt Financing Sources Related Party, will have any liability hereunder Liabilities (whether in Contract or thereunder (in each case, whether in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), it being expressly agreed and acknowledged that no personal liability for any claims, causes of action or losses whatsoever shall attach toLiabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising 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 Table of Contents whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that 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 6.2, Section 6.3(d), Section 6.3(e), Section 6.3(f), Section 7.7 and this Section 7.16) (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 Limited Guarantee, (iii) against each Guarantor for specific performance of its obligation to fund its committed portions of the Equity Financing solely in accordance with, and pursuant to the terms and conditions of, Section 6 of the Equity Commitment Letter, or (iv) against the Company, Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, 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 hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing. [Remainder of page intentionally left blank]

Non-Recourse. All actionsWithout limiting the generality of Section 9.1 each Party hereto agrees, on behalf of itself and its controlled Affiliates, that, except in the case of Fraud, all proceedings, claims, obligations, losses liabilities or causes of action (whether in contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (a) this Agreement and/or Agreement, any other Transaction Document, or any other agreement referenced herein or therein, or the transactions contemplated hereby or thereby, including any certificate delivered hereunder or thereunder, (b) the negotiation, execution or performance of this Agreement and/or Agreement, any other Transaction Document or any other agreement referenced herein or therein, or the transactions contemplated hereby or thereby including any certificate delivered hereunder or thereunder (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other Transaction Document), or (c) any breach or violation of this Agreement and/or Agreement, any other Transaction Document and (d) or any failure of the transactions contemplated hereby other agreement referenced herein or in the other Transaction Documents to be consummatedtherein, including any certificate delivered hereunder or thereunder, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified herein or therein as parties Parties to hereto or thereto and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the Agreement, any other Transaction Documents Document or any other agreement referenced herein or therein, including any certificate delivered hereunder or thereunder or otherwise to the contrary, except in the case of Fraud, each party Party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativescontrolled Affiliates, that no recourse under this Agreement or Agreement, any other Transaction Document or any other agreement referenced herein or therein, or in any other document contemplated hereby or thereby, including in any certificate delivered hereunder or thereunder shall be sought or had against (i) 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 party other Person who is not a Party hereto or thereto (unless and, except in the case of Fraud, no other 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (a) through (c), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (dc), in 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.

Non-Recourse. All actionsNotwithstanding anything that may be expressed or implied in this Agreement or any document, obligationsagreement, losses or causes instrument delivered contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of action the benefits of this Agreement, the other Transaction Documents and the Guaranty, covenants, agrees and acknowledges that no Persons other than the parties and Purchaser Parent pursuant to the Guaranty shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing (such Persons, collectively, “Non-Party Affiliates”), but in each case not including the parties or Purchaser Parent pursuant to the Guaranty, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) that may be based upon, in respect of, arise under, out by or 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 the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself such party against such Persons and its Affiliates and its and their respective representativesentities, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by the enforcement of any party hereto assessment or thereto (unless such Person is also a party) by any legal or (ii) any pastequitable proceeding, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by virtue of any of the foregoing (unless such Person is also a party)statute, and none of the foregoing shall have any liability hereunder regulation or thereunder (in each caseother applicable Law, whether in tort, contract or otherwise), ; 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 of the aforementionedsuch Persons, as such, arising out for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, in connection with or related in any manner to by reason of, such obligations or their creation. The Non-Party Affiliates are express third party beneficiaries of the items in the immediately preceding clauses (a) through (d)terms of this Section 6.14.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything to the contrary that may be based upon, in respect of, arise under, out expressed or 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 implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the other Transaction Documents fact that Holder or otherwise to 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 contrarybenefits of this Agreement, each party covenants, agrees and acknowledges, on behalf of itself acknowledges that no person other than Holder and its Affiliates successors and its permitted assignees shall have any obligation hereunder and their respective representativesthat it has no rights of recovery against, that and no recourse hereunder or under this Agreement Agreement, the Merger Agreement, the JBA, Xxxxxx’s ECL (if any) or any other Transaction Document documents or instruments delivered in connection herewith or therewith shall be had against (i) against, any pastformer, present current or future direct or indirect equity holderdirector, controlling personofficer, agent, Affiliate, membermanager 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, stockholderequityholder, incorporator, representative manager or 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 member of any of the foregoing (unless such Person is also each, other than Xxxxxx and its successors and permitted assignees, a party“Holder Affiliate”), and none whether by or through attempted piercing of the foregoing shall have corporate veil, by or through a claim by or on behalf of Xxxxxx against the Holder Affiliates, by the enforcement of any liability hereunder assessment or thereunder (in each caseby any legal or equitable proceeding, whether in tortor by virtue of any statute, contract 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), it being (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 Xxxxxx’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agreed agree and acknowledged acknowledge that no personal liability or losses whatsoever shall attach to, be imposed on on, or otherwise be incurred by any of the aforementionedHolder Affiliate, as such, arising out 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, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)by reason of, such obligations or their creation.

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its Affiliates, that all Actions, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (ai) this Agreement and/or any other Transaction Documentor the transactions contemplated hereby, (bii) the negotiation, execution or performance of this Agreement and/or or any other Transaction Documentagreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (ciii) any breach or violation of this Agreement and/or or any other Transaction Document agreement referenced herein, and (div) any failure of the transactions contemplated hereby or in the under any other Transaction Documents agreement referenced herein to be consummated, in each case, may only be made only against (and are those solely of) the 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 hereto or thereto thereof, and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such other agreement referenced herein, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or in connection with any of the transactions contemplated hereby shall be sought or had against any other Transaction Document Person, and no other Person shall be had against have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in clauses (i) 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 party hereto or thereto through (unless such Person is also a partyiv) 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)immediately preceding sentence, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in clauses (i) through (iv) of the immediately preceding clauses sentence. Notwithstanding anything to the contrary herein or otherwise, except as contemplated in the proviso of the first sentence of this Section 9(m), 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 (athe “Related Parties”) through (d)shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement or the transactions contemplated hereby, or the valid termination or abandonment of any of the foregoing.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) Notwithstanding anything that may be based upon, in respect of, arise under, out expressed or by reason of, be connected with, or relate 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 implied in this Agreement, any Ancillary Agreement or the other Transaction Documents any document, certificate or otherwise to the contraryinstrument delivered in connection herewith or therewith, each party covenants, agrees hereto hereby acknowledges and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesNon-Recourse Parties, that it has no recourse under right of recovery against, and no personal liability shall attach to any other party to this Agreement, the Shareholder or any Non-Recourse Party of the foregoing, through any such Person 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 Parent against any other party to this Agreement, the Shareholder, the Shareholder Representative or any Non-Recourse Party of the foregoing, on the one hand, or by or on behalf of the Company or the Shareholder or any Non-Recourse Party of the foregoing, on the other hand, by the enforcement of any assessment or by any legal or equitable Litigation, by virtue of any Law, or otherwise, except for (a) claims against any Person that is identified as a party to this Agreement (but not the Shareholder or any other Transaction Document shall be had against (i) Non-Recourse Party of the Shareholder or any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee Non-Recourse Party of any party hereto or thereto to this Agreement) under and to the extent expressly provided for in this Agreement, subject to the limitations set forth herein, (unless b) claims against any Person identified as a party to an Ancillary Agreement (but not any Non-Recourse Party of such Person is also a partyPerson) or under and to the extent expressly provided in such Ancillary Agreement, subject to the limitations set forth herein and therein, (iic) any pastclaims under and to the extent expressly permitted pursuant to Section 9.5, 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 subject to the limitations set forth therein and (d) [***] (the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), the “Permitted Claims”). The Permitted Claims shall be the sole and exclusive remedy of Parent, Merger Sub, the Company, each Purchased Company, the Shareholder and any Non-Recourse Party of the foregoing against any other such Person or any of their respective Non-Recourse Parties or any other Person, in each case, in respect of any Losses or other Liabilities arising under, related to, or in connection with, this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby. Each party hereto hereby acknowledges, agrees and covenants, on behalf of itself and its Non-Recourse Parties and Representatives, that it and they shall not institute, and it and they shall cause their respective Affiliates not to institute, any Litigation or bring any other claim arising under, related to, or in connection with, this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby against any other such Person or any of their respective Non-Recourse Parties or any other Person, except for the Permitted Claims. Notwithstanding anything that may be expressed or implied in this Agreement, any Ancillary Agreement or any document, certificate or *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. instrument delivered in connection herewith or therewith, in no event shall Parent, Merger Sub, the Company, any Purchased Company, the Shareholder, the Shareholder Representative or any Non-Recourse Party of any of the foregoing be liable for [***], as a result of or in connection with the execution, delivery or performance of (or failure to perform) this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby.

Non-Recourse. All actionsclaims, obligations, losses or causes of action action, obligations or liabilities (whether in contract or in tort, contract in law or otherwisein 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 (a) this Agreement and/or any other Transaction Documentor Contemplated Transaction, (b) or the negotiation, execution execution, or performance of this Agreement and/or (including any other Transaction Document, (c) any breach representation 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 consummatedwarranty made in, in each caseconnection with, or as an inducement to, this Agreement), may only be made only against (and such representations and warranties are those solely of) the Persons that are expressly named identified as parties hereto or thereto Seller and Buyer in the preamble 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 (the other Transaction Documents or otherwise to the contrary“Contracting Parties”). No Person who is not a Contracting Party, each party covenantsincluding any current, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present former or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, stockholder, equityholder, subsidiary, parent company, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of of, and any party hereto financial advisor or thereto (unless such Person is also a party) lender to, any Contracting Party, or (ii) any pastcurrent, present former or future direct or indirect equity holderdirector, controlling personofficer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, memberagent, manager, general or limited partner, stockholder, incorporatorattorney, representative or assignee of any of the foregoing (unless such Person is also a partycollectively, the “Non-Recourse Party”), and none of the foregoing shall have any liability hereunder (whether in contract or thereunder (in each case, whether in tort, contract in law or otherwise)in equity, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach togranted by statute) for any claims, be imposed on causes of action, obligations or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising out of, in connection with with, or related in any manner to this Agreement or the items Contemplated Transaction or based on, in respect of, or by reason of this Agreement or the immediately preceding clauses Contemplated Transaction or the negotiation, execution, performance, or breach of this Agreement (aother than as set forth in this Agreement), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such claims, causes of action, obligations and liabilities against any such Non-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in this Agreement, (i) through each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of 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 (d)i) 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. All actionsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsand notwithstanding the fact that certain of the parties hereto may be partnerships, losses limited liability companies, corporations or other entities, each Holder covenants, agrees and acknowledges that no recourse or any claims or causes of action (whether in tortcontract, contract tort or otherwise) under or that may be based upon, in respect of, arise under, out or by reason of, be connected with, of or relate in any manner to (a) this Agreement and/or or any other Transaction Document, (b) documents or instruments delivered by any Person pursuant hereto or the negotiation, execution or performance of this Agreement and/or hereof or thereof (including any other Transaction Document, (c) any breach representation or violation of this Agreement and/or any other Transaction Document and (d) any failure of the transactions contemplated hereby warranty made in or in the other Transaction Documents connection with, or as an inducement 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 enter into this Agreement or the other Transaction Documents or otherwise to the contrarysuch documents and instruments), each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any pastof the Company’s, present TopCo Parent’s, the Apollo Funds’, AP VIII Prime Security’s, the Xxxx Equityholder’s or any Holder’s or any of the foregoing’s respective Affiliates’ former, current or future direct or indirect equity holderholders, controlling personPersons, Affiliatestockholders, memberdirectors, managerofficers, employees, agents, Affiliates, members, financing sources, managers, general or limited partnerpartners or assignees, stockholderconsultants, incorporatorattorneys, advisors, portfolio companies in which any such party or any of their investment fund Affiliates have made a debt or equity investment (and vice versa) or any other representative of the Apollo Funds (including any Person negotiating or assignee executing this Agreement on behalf of a party hereto) (each, a “Related 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 the enforcement of any party hereto assessment or thereto (unless such Person is also a party) by any legal or (ii) any pastequitable proceeding, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee by virtue of any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)applicable law, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementionedRelated Parties, as such, arising out offor any obligation or liability of the Company, TopCo Parent, the Apollo Funds, AP VIII Prime Security, the Xxxx Equityholder or any Holder under this Agreement or any documents or instruments delivered by any Person pursuant hereto for any claim based on, in connection with respect of or related by reason 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 manner to the items in the immediately preceding clauses (a) through (d).Holder, as such, for any breach or violation of its obligations under such agreements, documents or instruments. 15.21

Non-Recourse. All actionsEach party hereto agrees, on behalf of itself and its controlled Affiliates, that, except in the event of Fraud by any Indemnitor (in which case the Indemnitee shall be entitled to pursue recourse against such Indemnitor with respect to such Fraud to the fullest extent allowed under this Agreement and the applicable Legal Requirements), all Legal Proceedings, claims, obligations, losses Liabilities or causes of action (whether in contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 and/or any other Transaction DocumentAgreement, (b) the negotiation, execution or performance of this Agreement and/or any other Transaction DocumentAgreement, or (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 consummatedAgreement, in each case, may only be made only against (and are those solely of) the Persons that are expressly named identified herein as parties hereto or thereto to this Agreement and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the any other Transaction Documents agreement referenced herein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates respective controlled Affiliates, that, except in the event of Fraud by any Indemnitor (in which case the Indemnitee shall be entitled to pursue recourse against such Indemnitor with respect to such Fraud to the fullest extent allowed under this Agreement and its and their respective representativesthe applicable Legal Requirements), 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 (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 Transaction Document shall be had against (i) any pasttheory or doctrine, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract including alter ego or otherwise)) for any claims, it being expressly agreed and acknowledged that no personal liability causes of action, obligations or losses whatsoever shall attach toLiabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses “(a) )” through “(dc).”

Non-Recourse. All actionsEach party agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Legal Proceedings (whether in Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (a) this Agreement and/or Agreement, any of the other Transaction Document, Documents or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement and/or or any of the other Transaction DocumentDocuments (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 and/or or any of the other Transaction Document Documents and (d) any failure of any of the transactions contemplated hereby hereunder or in thereunder (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto 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 extent set forth herein terms and thereinconditions of, this Agreement or such Transaction Documents, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated 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 shall will be sought or had against (i) any pastother Person, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of including any party hereto or thereto (unless such Person is also a party) or (ii) Related Party and 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 (unless such Person is also a party)Debt Financing Sources Related Party, and none of the foregoing shall no other Person, including any Related Party and any Debt Financing Sources Related Party, will have any liability hereunder liabilities (whether in Contract or thereunder (in each case, whether in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), it being expressly agreed and acknowledged that no personal liability for any claims, causes of action or losses whatsoever shall attach toliabilities arising under, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal Liability or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that 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 8.2, Section 8.3(c), Section 8.3(d), Section 9.12 and this Section 9.15) (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) against each Guarantor (and their legal successors and assigns of their obligations hereunder) under, and pursuant to the terms and conditions of the Limited Guarantee, (iii) against each Guarantor for specific performance of its obligation to fund its committed portions of the Equity Financing in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter, or (iv) against the Company, Parent, Merger Sub and the Debt Financing Borrower 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, 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 hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing. This Section 9.15 is subject to, and does not alter the scope or application of, Section 9.12.

Non-Recourse. All actionsThe parties acknowledge that (i) no direct or indirect equity holder or lender of any party, obligations(ii) no member of any board of managers or special committee of any party or any Affiliate of any party and (iii) no past, losses present or causes future director, officer, committee member, employee, incorporator, member, partner or direct or indirect equity holder or lender of action any party (such Persons described in clauses (i)-(iii) above, the “Non-Recourse Parties”) is a party to this Agreement or, except as expressly contemplated therein as parties thereto, any other Transaction Document. The parties further acknowledge that none of the Non-Recourse Parties, whether in tortindividually or collectively, contract shall have any liability whatsoever of any kind or otherwise) that may be description for any Liabilities of any party under this Agreement or, except as expressly contemplated therein as parties thereto, any other Transaction Document or for any claim based uponon, in respect of, arise under, out or 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 thereby. Accordingly, the parties hereby agree that in the other Transaction Documents to be consummated, in each case, may only be made against event (and are those solely ofa) the Persons that are expressly named as parties hereto there is any alleged breach or thereto to the extent set forth herein and therein. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in alleged default or breach or default by any party under this Agreement or any of the other Transaction Documents or otherwise (b) any party has or may have any Claim arising from or relating to the contrary, each party covenants, agrees and acknowledges, on behalf terms of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any pastDocument, present no party shall, or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder right to, commence any proceedings or thereunder (in each caseotherwise seek to impose any Liability whatsoever of any kind or description on or against the Non-Recourse Parties, whether in tortcollectively or individually, contract by reason of such alleged breach, default or otherwise)claim, it being expressly agreed except and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner only to the items extent that a Non-Recourse Party is expressly contemplated in the immediately preceding clauses (a) through (d)a Transaction Document as a party to such Transaction Document.

Non-Recourse. All actionsSubject to the penultimate sentence of this Section 10.13, each Party agrees, on behalf of itself and its Related Parties, that all Proceedings, claims, obligations, losses liabilities or causes of action (whether in Contract or in tort, contract in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (aA) this Agreement and/or or any other Transaction DocumentDocument or the transactions contemplated hereby or thereby, (bB) the negotiation, execution or performance of this Agreement and/or or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such Transaction Document), (cC) any breach or violation of this Agreement and/or or any other Transaction Document Document, and (dD) any failure of the transactions contemplated hereby hereunder or in the other under any Transaction Documents Document to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement or, in the case of a Transaction Document, the Persons that are expressly named as parties hereto or thereto thereof, and, in accordance with, and subject to the extent set forth herein terms and thereinconditions of, this Agreement or such Transaction Document, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement or the other any Transaction Documents Document or otherwise to the contrary, but subject to the penultimate sentence of this Section 10.13, each party Party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any other Transaction Document or in connection with any Transactions (or transactions contemplated by the Transaction Documents) shall be sought or had against (i) 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 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 (unless such Person is also a party)other Person, and none of the foregoing no other Person shall have any liability hereunder liabilities or thereunder obligations (whether in each case, whether Contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (aA) through (dD), in each case, except for claims that the a Party may assert (i) against any Person that is party to, and solely pursuant to the terms and conditions of, an applicable Transaction Document or (ii) against a Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding the foregoing, nothing in this Section 10.13, shall be deemed to relieve any Subsidiary of Torch or United of any obligations it may have pursuant to the express terms of any Transaction Document and nothing in this Section 10.13 shall be deemed to relieve Torch or United of any obligations it may have in respect of any of its respective Subsidiaries pursuant to the express terms of this Agreement or any Transaction Document. Notwithstanding anything to the contrary herein, in any Transaction Document or otherwise, with respect to each Party, no Related Party of such Person shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement or any Transaction Document or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsEach party agrees, obligationson behalf of itself and its Related Parties, losses or causes of action that all Proceedings (whether in contract or in tort, contract in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership 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 to: (a) this Agreement and/or Agreement, any documents, certificates, instruments or other Transaction Documentpapers 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 and/or or any other Transaction Documentof 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 and/or or any other Transaction Document of the Ancillary Documents; and (d) any failure of any of the transactions contemplated hereby hereunder or in thereunder (including the other Transaction Documents Financing) to be consummated, in each case, may only be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly named identified as parties hereto or thereto 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 extent set forth herein terms and thereinconditions of, this Agreement or such Ancillary Documents, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding Notwithstanding anything contained in this Agreement or any of the other Transaction Ancillary Documents or otherwise to the contrary, each party covenants, agrees and acknowledgesagrees, on behalf of itself and its Affiliates and its and their respective representativesRelated Parties, that no recourse under this Agreement or any other Transaction Document shall be had against (i) any past, present of the Ancillary Documents or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or 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 in connection with any of the foregoing (unless such Person is also a party), and none of the foregoing shall have any liability transactions contemplated hereunder or thereunder (in each caseincluding the Financing) will be sought or had against any other Person, whether in tortincluding any Related Party and any Debt Financing Sources, contract or otherwise)and no other Person, it being expressly agreed including any Related Party and acknowledged that no personal any Debt Financing Sources will have any liability or losses whatsoever shall attach toobligation, be imposed on for any claims, causes of action or otherwise be incurred by any of the aforementionedliabilities arising under, as such, arising 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, obligation or losses whatsoever will attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that 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 8.2, Section 8.3 and this Section 9.17) (i) against 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 Equity Financing solely in accordance with, and pursuant to the terms and conditions of, Section 6 of the Equity Commitment Letter or (iii) against the Company, Parent or Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the Ancillary Documents, no Parent Related Party or any Debt Financing Sources 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 (other than for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages solely with respect to Parent or Merger Sub) or any of the Ancillary Documents or any of the transactions contemplated hereunder or thereunder (including the Financing), or the termination or abandonment of any of the foregoing.

Non-Recourse. All actionsNotwithstanding anything to the contrary contained herein, obligationsexcept with respect to (i) any claims against a Person in respect of its intentional fraud relating to the subject matter of any of the representations and warranties in Article IV or Article V, losses as applicable, of this Agreement and (ii) breaches of the Voting Agreement by the Company stockholders party thereto or the Termination and Release Agreement by the parties thereto, this Agreement may only be enforced against or by, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against or by the entities that are expressly identified as parties to this Agreement in their capacities as such and then only with respect to the obligations expressly set forth herein with respect to such party and no former, current or future direct or indirect stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Related Parties of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Related Party of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability hereunder or for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) that may be based uponon, in respect of, arise under, out or by reason of, the transactions contemplated hereby or in respect of any representations (whether written or oral) made or alleged to be connected withmade in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or relate in any manner of its Affiliates seek to (a) enforce this Agreement and/or against, make any other Transaction Document, (b) the negotiation, execution or performance claims for breach of this Agreement and/or against, or seek to recover damages under this Agreement from, any other Transaction DocumentNon-Recourse Party (including any of the Eligible Holders), except with respect to (ci) any breach claims against a Person in respect of its intentional fraud relating to the subject matter of any of the representations and warranties in Article IV or violation Article V, as applicable, of this Agreement and/or any other Transaction Document and (dii) breaches of the Voting Agreement by the Company stockholders party thereto or the Termination and Release Agreement by the parties thereto. For the avoidance of doubt, neither the Company nor any failure of its Subsidiaries is a Non-Recourse Party. Notwithstanding anything to the contrary contained herein, neither the Company nor any of its Non-Recourse Parties solely in their respective capacities as such, shall have any rights or claims in connection with this Agreement, the Debt Financing or any of the transactions contemplated hereby or in the thereby against any lender or any Affiliate thereof or any of their respective directors, officers, employees, agents or representatives or 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 have committed 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 the other Transaction Documents provide or otherwise to the contrary, each party covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or any other Transaction Document shall be had against (i) 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 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, entered into agreements in connection with or related in any manner to the items in the immediately preceding clauses Debt Financing (a) through (dother than Parent and its Subsidiaries).

Non-Recourse. All actionsNotwithstanding anything to the contrary in this Agreement, obligationseach Party agrees, losses or causes on behalf of action (whether in tortitself and its Related Parties, contract 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 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 enforced against, and any Action (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any breach (whether willful, intentional (including an Intentional Breach), unintentional or otherwise), Loss, Liability, damage or otherwise in connection with, relating to or arising out of any Transaction Claims may only be brought against (and are those solely of) the Persons Entities that are expressly named as parties hereto or thereto and then only with respect to the extent specific obligations set forth herein or therein with respect to such party, and thereinsolely in accordance with, and subject to the terms and conditions of, this Agreement or such other Transaction Document, as applicable. Notwithstanding anything to the contrary in this Agreement, no Debt Financing Source, Related Party or Affiliate of Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner, or any former, current or future officers, employees, directors, partners, shareholders, equity holders, managers, members, clients, attorneys, agents, advisors or other Representatives of a Debt Financing Source, Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner or of any such Affiliate (each, other than Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner, a “Non-Recourse Party”) shall have any Liability for any Liabilities of any Party hereto or thereto under this Agreement or any Transaction Document or for any Action (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) in connection with, relating to or arising out of any of the Transaction Claims, other than the obligations of the Guarantors solely in accordance with, and subject to the terms and conditions of, the Guaranty, provided that this sentence shall not (a) limit Remainco and Mxxxxx Partner’s rights to specific performance in accordance with Section 11.14 or the Equity Commitment Letter, (b) limit the rights or Liabilities of any Person (including Non-Recourse Party) with respect to any Transaction Document to which they are a party or (c) limit the rights that the Buyer or any Buyer Related Party may assert against any Debt Financing Source pursuant to the terms and conditions of the Debt Financing, the Debt Commitment Letter or any Alternative Debt Commitment Letter. In furtherance and not in limitation of the foregoing, (i) each of Remainco and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party Merger Partner covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representatives, acknowledges that no recourse under this Agreement or any other Transaction Document or any other agreement referenced herein or therein or in connection with any of the Contemplated Transactions shall be sought or had against (i) any pastBuyer or any of Buyer, present Buyer Sub, the Guarantors or future direct or indirect equity holderany Buyer Non-Recourse Party except for the Buyer Permitted Claims, controlling personsubject to the applicable limitations thereof, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a party) or and (ii) each of Buyer and Buyer Sub covenants, agrees and acknowledges that no recourse under this Agreement or any past, present other Transaction Document or future direct any other agreement referenced herein or indirect equity holder, controlling person, Affiliate, member, manager, general therein or limited partner, stockholder, incorporator, representative or assignee of in connection with any of the foregoing Contemplated Transactions shall be sought or had (unless such Person is also a party)including, and none after Closing, by any member of the foregoing shall have Merger Partner Group or any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any member of the aforementionedSpinco Group) against any member of the Remainco Group or the Merger Partner Group or any Non-Recourse Party of Remainco, as suchSpinco or Merger Partner except for the Seller Permitted Claims, arising out of, in connection with or related in any manner subject to the items in the immediately preceding clauses (a) through (d).applicable limitations thereof. 155

Non-Recourse. All actionsExcept as otherwise expressly provided in this Agreement or any Ancillary Agreement, obligations(a) this Agreement may only be enforced against, losses and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, 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 former, current or future stockholders, equity holders, Controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any Party hereto, or any former, current or future direct or indirect stockholder, equity holder, Controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any Liability for any obligations or Liabilities of the Parties or for any claim (whether in tort, contract or otherwise) that may be based uponon, in respect of, arise under, out or 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 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 Transaction Documents 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 consummatedfor the benefit of, in and shall be enforceable by, each caseof the Non-Recourse Parties and their respective heirs and assigns and shall not be deemed exclusive of any other rights to which any such Person may be entitled, may only be made against (and are those solely of) the Persons that are expressly named as parties hereto whether pursuant to Law, Contract or thereto to the extent set forth herein and thereinotherwise. In furtherance and not in limitation of Without limiting the foregoing, the Company acknowledges and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contrary, each party covenants, agrees and acknowledges, (on behalf of itself and its Affiliates Affiliates) and its and their respective representatives, that no recourse under this Agreement hereby waives any rights or claims against any other Transaction Document shall be had against (i) 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 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, Financing Sources in connection with this Agreement, the Financing or related 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 manner action against any Financing Sources in connection with this Agreement (including any action relating to the items in Financing) or the immediately preceding clauses (a) through (d)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. All actions, obligations, losses claims or causes of action (whether in contract or in tort, contract in law or otherwisein equity) that may be based upon, in respect of, arise under, out of or by reason of, be connected withrelate to this Agreement, 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 (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be made only against a party and only with respect to the specific obligations undertaken by such party as set forth herein and no other Transaction DocumentPerson shall have any liability for any obligations or liabilities based upon, arising out of, or related to this Agreement or the transactions contemplated hereby and no Person who is not a named party to this Agreement, including any Recourse Related Party, shall have any liability (cwhether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose Losses of an entity party against its owners or Affiliates) for any breach Losses arising under, in connection with or violation related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement and/or or its negotiation, execution, performance, non-performance, interpretation, termination, enforcement, construction or execution or any other Transaction Document and (d) any failure of the transactions contemplated hereby. Each of the Company and the Investor hereby or in the waives and releases all such Losses, claims, Actions and obligations against any such Person, including such 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 thereinparty’s Recourse Related Parties. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement Agreement, or the any other Transaction Documents agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and its Affiliates and its and their respective representativesAffiliates, that no recourse under this Agreement or any other Transaction Document agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against (i) any pastPerson not a party to this Agreement, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee of any party hereto or thereto (unless such Person is also a including the other 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise)’s Recourse Related Parties, it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner Person that is not a party to the items in the immediately preceding clauses (a) through (d)this Agreement.

Non-Recourse. All actionsNotwithstanding anything to the contrary contained herein, obligationsthis Agreement and the Merger Agreement may only be enforced against, losses and any claims or causes of action that may be based upon, arise out of or relate to this Agreement or the Merger Agreement, or the negotiation, 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 party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any Liability for any obligations or Liabilities of the parties to this Agreement or the Merger Agreement or for any claim (whether in tort, contract or otherwise) that may be based uponon, in respect of, arise under, out or 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 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 arise from obligations hereunder. Without limiting the rights of any party against 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 Merger Agreement, in limitation no event shall any party or any of the foregoing, and notwithstanding anything contained in its Affiliates seek to enforce this Agreement or the other Transaction Documents or otherwise to the contraryMerger Agreement against, each party covenants, agrees and acknowledges, on behalf make any claims for breach of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement or the Merger Agreement against, or seek to recover monetary damages from, any other Transaction Document shall be had against (i) 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 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 (unless such Person is also a party), and none of the foregoing shall have any liability hereunder or thereunder (in each case, whether in tort, contract or otherwise), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)Non-Recourse Party.

Non-Recourse. All actions, obligations, losses or causes of action (whether in tort, contract or otherwise) that may be based uponAnything contained herein, in the Global Note or in any other Loan Document to the contrary notwithstanding, no recourse shall be had for the payment of the principal or interest on the Global Note or for any other Indebtedness hereunder or for any claim based hereon or thereon or otherwise in respect ofhereof or thereof against (i) any partner, arise underagent, out contractor, director, officer, member, consultant, manager, stockholder, subscriber to capital stock, incorporator, beneficiary, participant, trustee or by reason ofadvisor of any Borrower, be connected withany partner or member in any Borrower, or relate any partner or member therein; (ii) any trustee, officer or shareholder of Kranzco Realty Trust, or any of their personal assets; (iii) any legal representative, heir, estate, successor or assign of any thereof; (iv) any corporation (or any officer, director, employee or shareholder thereof), partnership (or any partner thereof), individual or entity to which any ownership interest in any manner Borrower shall have been transferred; (v) any purchaser of any asset of any Borrower; or (vi) any other Person (except Borrowers and Guarantor), for any deficiency or other sum owing with respect to (a) the Global Note or any other Indebtedness or arising under this Agreement and/or or any Loan Document. It is understood that the Global Note and any other Transaction DocumentIndebtedness under or with respect to this Agreement and any other Loan Document may not be enforced against any Person described in clauses (i) through (v) above; provided, however, that the foregoing provisions of this paragraph shall not (i) prevent recourse to Borrowers, Guarantor, the assets of Borrowers or Guarantor, any Mortgage, the Guaranty, any Collateral Security Instrument or other instrument or document which is pledged by Borrowers to Lenders pursuant to the Loan Documents, (bii) in the negotiationevent of any actual fraud, execution misappropriation of funds or performance intentional misrepresentation, estop Lender from instituting or prosecuting a legal action or proceeding or otherwise making a claim against the Person or Persons committing such actual fraud, misappropriating such funds, or making such intentional misrepresentation, or the recipient or beneficiary of this Agreement and/or such actual fraud, misappropriation or intentional misrepresentation, whether or not such Person, recipient or beneficiary, is any other Transaction DocumentPerson described in clauses (i) through (iii) above for losses relating to or arising from such actual fraud, misappropriation or intentional misrepresentation, (ciii) have any breach applicability whatsoever to the Pledge Agreement or violation of this Agreement and/or any other Transaction Document and (d) any failure the liability of the transactions contemplated hereby or in the other Transaction Documents principals thereunder, (iv) prevent recourse to be consummated, in each case, may only be made against Borrowers (and are those solely of) but not any of the Persons that are expressly named as parties hereto or thereto described in clauses (i) through (iii) above) with respect to the extent set forth herein and therein. In furtherance and not in limitation breach of the foregoing, and notwithstanding anything contained any provision in this Agreement or the other Transaction Documents or otherwise Environmental Indemnity Agreement, concerning Environmental Laws, Hazardous Substances and any indemnification of Lender with respect thereto contained in either document, (v) prevent recourse to the contraryBorrowers in the event that any Borrower causes or permits a Ground Lease Impairment to occur, each party covenantsand (vi) constitute a waiver, agrees release or discharge of any indebtedness or obligation evidenced by the Global Note or secured by the Loan Documents, and acknowledgesthe same shall continue until paid or discharged in full. Notwithstanding the foregoing, on behalf of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement and all other Loan Documents relating to the Transaction which have been executed by Guarantor have been executed by an officer or any other Transaction Document shall be had against (i) any past, present or future direct or indirect equity holder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, representative or assignee trustee of any party hereto or thereto (unless such Person is also Guarantor which has been formed as 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 Maryland real estate investment trust pursuant to a Declaration of any Trust of the foregoing (unless such Person is also a party)Guarantor, dated June 17, 1992, as amended and restated, and not individually, and none of the foregoing trustees, officers or shareholders of the Guarantor or Borrowers shall be bound or have any personal liability hereunder or thereunder thereunder. Each party hereto shall look solely to the assets of such Borrower for satisfaction of any liability of such Borrower in respect of this Agreement and all other Loan Documents relating to the Transaction (other than the assets of Guarantor which shall be available for satisfaction of liability of Guarantor in each case, whether in tort, contract or otherwiserespect of the Guaranty), it being expressly agreed and acknowledged that no personal liability shall not seek recourse or losses whatsoever shall attach to, be imposed on or otherwise be incurred by commence an action against any of the aforementionedtrustees, as suchofficers or shareholders of the Guarantor or any of their personal assets for the performance or payment of any obligation hereunder or thereunder. The foregoing shall also apply to any future documents, arising out ofagreements, in connection with or related in any manner to understandings, arrangements and transactions between the items parties hereto. Nothing set forth in the immediately preceding clauses (a) through (d)two sentences shall limit the obligations of the Borrowers and the Guarantor set forth in this Agreement and the other Loan Documents.

Non-Recourse. All actionsNotwithstanding anything to the contrary in this Agreement, all Proceedings, obligations, losses Liabilities or causes of action (whether in Contract, in tort, contract in Law or otherwisein equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement and/or any other Transaction DocumentAgreement, (b) the negotiation, execution or performance of this Agreement and/or (including any other Transaction Documentrepresentation or warranty made in connection with, or as inducement to, this Agreement), (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 only against (and are those solely of) the Persons that are expressly named identified as parties hereto or thereto Parties to this Agreement subject to the extent set forth herein terms and thereinconditions hereof. In furtherance and not in limitation of the foregoing, none of the former, current and notwithstanding anything contained in this Agreement or the other Transaction Documents or otherwise to the contraryfuture Affiliates, each party covenantsdirectors, agrees officers, managers, employees, advisors, Representatives, equityholders, members, managers, partners, successors and acknowledges, on behalf assigns of itself and its Affiliates and its and their respective representatives, that no recourse under this Agreement any Party or any other Transaction Document shall be had against (i) Affiliate thereof or any pastformer, present or current and future direct or indirect equity holderAffiliate, controlling persondirector, Affiliateofficer, manager, employee, advisor, Representative, equityholder, member, manager, general or limited partnerpartners, stockholder, incorporator, representative or 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 successor and assign of any of the foregoing (unless such Person collectively, “Non-Recourse Parties”) that is also not a party), and none of the foregoing Party shall have any liability hereunder or thereunder Liability for 124 any Liabilities of the Parties for any Proceeding (in each case, whether in tort, contract or otherwise)) for breach of this Agreement, it being expressly agreed 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, none of the Parties shall have any rights of recovery in respect hereof against any Non-Recourse Party that is not a party hereto and acknowledged that no personal liability or losses whatsoever Liability shall attach to any Non-Recourse Party that is not a Party through any Party or otherwise, whether by or through attempted piercing of the corporate (or limited liability company or partnership) veil, by or through a Proceeding (whether in tort, contract or otherwise) by or on behalf of a Party against any Non-Recourse Party that is not a Party, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. Notwithstanding anything to the contrary in this ‎Section 10.20, nothing in this Section 10.20 shall be deemed to limit any Liabilities of, or claims against, any Party or any party to this Agreement or any Ancillary Document, serve as a waiver of any right on the part of any Party or thereto to initiate any Proceeding permitted pursuant to, be imposed on and in accordance with the specific terms hereof or otherwise be incurred by any of the aforementioned, as such, arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d)thereof.