Common use of Non-Recourse Clause in Contracts

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

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

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or and future directorholders of any equity, officercontrolling persons, agentdirectors, Affiliateofficers, manager or employee of Holder (or any of its successors or assignees)employees, against any formeragents, current or future general or limited partnerattorneys, managercontrolled Affiliates, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formermembers, current or future director, officer, agent, employee, Affiliate, related party, assigneemanagers, general or limited partnerpartners, equityholder, manager or member stockholders and assignees of any of the foregoing (each, other than H▇▇▇▇▇ it and its successors and permitted assigneescontrolled Affiliates, a “Holder Affiliate”)that all Action, claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by or through a claim by or on behalf of Holder against the Holder Affiliateslimited partnership, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation limited liability company or other applicable lawentity veil or any other theory or doctrine, including alter ego or otherwise; provided ) that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, may be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based onupon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (a) this Agreement or any other agreement referenced herein or contemplated hereby or the transactions contemplated hereunder or thereunder, (b) the negotiation, execution or performance of this Agreement or any other agreement referenced herein or contemplated hereby (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such obligations other agreement), and (c) any breach or their creationviolation of this Agreement or any other agreement referenced herein or contemplated hereby, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (or any other agreement referenced herein or contemplated hereby, as applicable) and in accordance with, and subject to the terms of, this Agreement (or any other agreement referenced herein or contemplated hereby, in each case as applicable).

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

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

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

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

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

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

Non-Recourse. Notwithstanding anything to Each party agrees, on behalf of itself and its Affiliates (and, in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this AgreementCompany, the Merger AgreementCompany Related Parties, and, in the case of Parent, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesParent Related Parties), against any formerthat all Actions, current claims, obligations, liabilities, or future general causes of action (whether in contract or limited partnerin tort, managerin Law, equityholder or member of Holder (in equity or any of its successors otherwise, or assignees) granted by statute or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership, or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate to: (A) this Agreement, any statute, regulation other Transaction Document or any other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided agreement referenced herein or in any document therein or instrument delivered contemporaneously herewiththe transactions contemplated hereunder or thereunder (including the Financing), (AB) nothing the negotiation, execution or performance this Agreement, any other Transaction Document or any other agreement referenced herein shall limit the rights or therein (including any representation or warranty made in, in connection with, or as an inducement to this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of each this Agreement, any other Transaction Document or any other agreement referenced herein or therein, and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to the JBA (other than Holder) against Holder under the JBA pursuant this Agreement in accordance with, and subject to the terms and conditions of, this Agreement (but subject to the exceptions set forth in the next sentence). Notwithstanding anything contained in this Agreement, any other Transaction Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees, and acknowledges, on behalf of itself and its respective Affiliates (and, in the case of the JBACompany, the Company Related Parties, and, in the case of Parent, the Parent Related Parties), that no recourse under this Agreement, any other Transaction Document, or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, including any Company Related Party, any Parent Related Party, and any Debt Financing Sources Related Party, and no other Person, including any Company Related Party, any Parent Related Party, and any Debt Financing Sources Related Party, shall have any liabilities or obligations (B) nothing herein shall limit the rights of each whether in contract or in tort, in Law, or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related to the JBA items in the immediately preceding clauses (other than HolderA) through (D), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with, or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent, or Merger Sub, as applicable, may assert (subject with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.02 and this Section 9.13): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (ii) against each Guarantor under, if, as, and when required pursuant to the terms and conditions of, the Guarantee; (iii) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Financing, solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or (iv) against the Company, Parent, and Merger Sub, solely in accordance with, and pursuant to the terms and conditions of, this Agreement and (2) Parent and its Affiliates may assert, including by bringing an Action, against the Debt Financing Sources pursuant to the terms and conditions of the Commitment Letters. Notwithstanding anything to the contrary herein or otherwise, no Company Related Party, Parent Related Party, or Debt Financing Sources Related Party shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary, or punitive damages that may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents, or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing. [The remainder of this page is intentionally left blank.]

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

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

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

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

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

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

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ Affiliates and its successors and permitted assigneestheir present or former directors, a “Holder Affiliate”)officers, stockholders, partners, members or employees, that all Actions, claims, obligations, liabilities or causes of action (whether in Contract or in tort, in Laws or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate in any statute, regulation manner to: (A) this Agreement or any other applicable lawTransaction Document, or otherwise; provided that any of the transactions contemplated hereunder or thereunder, (and notwithstanding anything to B) the contrary provided herein negotiation, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or any document or instrument delivered contemporaneously herewithof the other Transaction Documents), (AC) nothing herein shall limit the rights any breach or violation of each this Agreement or any other of the other Transaction Documents and (D) any failure of any of the transactions contemplated hereunder or under any of the other Transaction Documents or any other agreement referenced herein or therein to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement or, in the JBA (case of any of the other than Holder) against Holder under the JBA pursuant Transaction Documents, Persons that are expressly identified as parties to such other Transaction Documents and in accordance with, and subject to the terms and conditions of this Agreement or such other Transaction Documents, as applicable. In furtherance and not in limitation of the JBA, foregoing and (B) nothing herein shall limit the rights of each notwithstanding anything contained in this Agreement or any of the other parties Transaction Documents to the JBA (contrary and without limiting the foregoing or any other than Holder) and Parent against Holder (agreement referenced herein or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant therein or otherwise to the terms contrary, each party hereto covenants, agrees and conditions thereof. The parties hereto expressly agree acknowledges on behalf of itself and acknowledge its respective Affiliates and its and their present or former directors, officers, stockholders, partners, members or employees, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder or thereunder shall be sought or had against any other Person, including any Investor Related Party, and no other Person, including any Investor Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that the Company or any obligations of Holder under Investor, as applicable, may assert: (i) against any Person that is party to and solely pursuant to the terms and conditions of, the Non-Disclosure Agreement or (ii) against any Investor solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents or otherwise, no party hereto or any Investor Related Party shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages or lost profits, opportunity costs, loss of business reputation, diminution in value or damages based upon a multiple of earnings or similar financial measure which may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder, or the termination or abandonment of any of the foregoing; provided, however that nothing in this sentence shall limit an Investor’s right to sue for any claim based on, in respect of, specific performance under Section 9.07 hereof or by reason of, such obligations or their creationotherwise sue for a breach of Section 5.10 hereof.

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

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

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

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

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

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

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

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

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith(a) Each party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have Affiliates, that any obligation hereunder and that it has no rights of recovery againstsuit, and no recourse hereunder claim, action or under this Agreementproceeding (whether in Contract or in tort, the Merger Agreementat law or in equity or otherwise, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to: (i) this Agreement (including the Debt Financing or any other debt or equity financing of Parent in connection with this Agreement) or any statuteother transactions contemplated hereunder; (ii) the negotiation, regulation execution or other applicable lawperformance this Agreement (including any representation or warranty made in connection with, or otherwise; provided that as an inducement to, this Agreement); (iii) any breach or violation of this Agreement; and (iv) any failure of the Merger (including the Debt Financing or any other debt or equity financing of Parent in connection with this Agreement) or any other transactions contemplated hereunder to be consummated, in each case, may be made only against (and notwithstanding anything are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement (as applicable, the contrary provided herein or in any document or instrument delivered contemporaneously herewith“Contracting Parties”), (A) nothing herein shall limit and in the rights of each case of the other Confidentiality Agreement, the parties expressly identified as parties to the JBA (other than Holder) against Holder under the JBA pursuant Confidentiality Agreement, and in accordance with, and subject to the terms and conditions of, this Agreement or the Confidentiality Agreement, as applicable. Notwithstanding anything in this Agreement to the contrary, each party hereto (i) agrees, on behalf of itself and its affiliates, that no recourse under this Agreement or in connection with the Merger (including the Debt Financing) or any other transactions contemplated hereunder will be sought or had against any other Person, including any of its Affiliates, associates, Representatives and employees, and no other Person, including any of its Affiliates, associates, Representatives and employees, will have any liabilities or obligations (whether in Contract or in tort, at law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the JBAcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), in each case, other than a Contracting Party, for any suit, claim, action, proceeding, obligation or liability arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (i) through (iv), (ii) 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 other Person, 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 (Biii) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or expressly disclaims any reliance upon any Person who is not a Contracting Party with respect to the performance of this Agreement or any assignee hereofrepresentation or warranty made in, in connection with, or as an inducement to this Agreement. (b) as a third-party beneficiary Notwithstanding anything herein to the contrary, the Company, on behalf of itself and its Affiliates, hereby agrees that the Debt Financing Sources will not have any liability (whether in Contract or in tort, at law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any suit, claim, action, proceeding, obligation or liability arising under, out of, in connection with or related in any manner to this Agreement or any of the transactions contemplated hereby or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided that nothing in this Section 8.15(b) will limit the liability or obligations of the Debt Financing Sources to Parent under Hany (i) debt commitment letter with ▇▇▇▇▇’s ECL ▇ (if anyand its successors and assigns) pursuant or (ii) definitive documentation with respect to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationDebt Financing).

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

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

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

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

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

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

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

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or otherwise, (a) any document claim of any type (whether at law or instrument delivered contemporaneously herewithin equity, and notwithstanding whether in Contract, tort, statute or otherwise) that may directly or indirectly arise under or relate to this Agreement, the fact that Holder negotiation, execution, performance or any of its successors breach (whether willful, intentional, unintentional or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits otherwise) of this Agreement, covenantsthe Transactions, agrees the Debt Commitment Letter or the Financing (each of such above-described sources of claims, a “Recourse Theory”) may be made or asserted solely against (and acknowledges are expressly limited to) the Persons that no person are expressly identified as the parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such and as expressly permitted by and subject to the terms and conditions of this Agreement and the other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery againstTransaction Documents, as applicable, and (b) no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL Person who is not a party hereto (if anyincluding (i) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, limited or general partner, manager, director, officer, employee, agent, Affiliate, manager attorney or employee of Holder (representative of, or any of its successors financial advisor, 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) lender to a party hereto or any Affiliate or related of such party thereof or against and the Financing Source Parties and any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member Affiliate of any such Financing Source Party (all above-described Persons in this clause (i), collectively, “Affiliated Persons”), and (ii) any Affiliated Persons of such Affiliated Persons (the foregoing Persons in clauses (eachi) and (ii), other than H▇▇▇▇▇ together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto and its their respective successors and permitted assigneesassigns, a “Holder AffiliateNon-Parties”), whether by ) has or through attempted piercing shall have any liability whatsoever directly or indirectly arising under or relating to any Recourse Theory. Without limiting the generality of the corporate veilforegoing, by or through a claim by or the Company Related Parties agree for themselves and on behalf of Holder against the Holder Affiliateseach of their Representatives and Affiliates and any of their respective successors, by the enforcement heirs or representatives that no such Person shall (i) have any rights or claims of any assessment type (whether at law or by in equity, whether in Contract, tort, statute or otherwise) against any legal Financing Source Party in connection with this Agreement, the Financing or equitable proceedingthe Debt Commitment Letter, or by virtue of any statute(ii) institute (and each Company Related Party shall cause its respective Representatives and Affiliates not to institute) a legal proceeding (whether at law or in equity, regulation or other applicable lawwhether in Contract, tort, statute or otherwise; provided that (and notwithstanding anything to ) in connection with this Agreement, the contrary provided herein Financing or in the Debt Commitment Letter against any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBAFinancing Source Party, and (B) nothing herein shall limit the each such Person and hereby waives any rights of or claims thereto, other than, in each of the other parties to the JBA (other than Holder) and Parent against Holder (or case, with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant the right to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred assert defenses in response to claims brought by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationFinancing Source Party.

Non-Recourse. Notwithstanding anything to Each Party agrees, on behalf of itself and its Affiliates (and, in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this AgreementCompany, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesRelated Parties), against any formerthat all Actions, current claims, obligations, liabilities or future general causes of action (whether in Contract or limited partnerin tort, managerin Law or in equity or otherwise, equityholder or member of Holder (granted by statute or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance of this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement and in accordance with, and subject to, the terms and conditions hereof. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other agreement referenced herein or therein or otherwise to the contrary, each Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and Related Parties, that no recourse under this Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, including any BidCo Related Party, and no other Person, including any BidCo Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law, in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by attempted piercing of the corporate, limited partnership or on behalf of Holder against the Holder Affiliateslimited liability company veil or any other theory or doctrine, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, including alter ego or otherwise; provided that (and notwithstanding anything ) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewith), the immediately preceding clauses (A) nothing herein shall limit through (D), in each case, except for claims that (1) the rights of each 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 Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) against the Guarantors under, solely if, as and when required pursuant to the terms and conditions of, the BidCo Guarantee, (iii) against the Guarantors for specific performance of the other parties Guarantors’ obligation to fund their committed portions of the Equity Financing thereunder solely in accordance with, and pursuant to the JBA terms and conditions of, Section 6 of the Equity Commitment Letter or (other than Holderiv) against Holder under BidCo solely in accordance with, and pursuant to the JBA terms and conditions of, this Agreement and (2) BidCo and its Affiliates may assert against the financing sources pursuant to the terms and conditions of the JBADebt Commitment Letter, it being expressly agreed and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D). Notwithstanding anything to the contrary herein or otherwise, no BidCo Related Party shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive or consequential damages which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything to the contrary that This Agreement may only be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery enforced against, and no recourse hereunder any Actions or under this Agreementliabilities (whether in contract or in tort, the Merger Agreementin law or in equity, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), granted by statute whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil) that may be based upon, arise out of or relate 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. 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 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 a claim 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 Holder against the Holder AffiliatesSellers or any of their respective Affiliates in connection with this Agreement, by the enforcement 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 assessment liability for any claims or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything damages to the contrary provided herein or Sellers in connection with this Agreement, the Financing, the Commitment Letter and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, nothing in this Section 10.21 shall in any document way limit or instrument delivered contemporaneously herewith), (A) nothing herein shall limit modify the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder DFHT under this Agreement or any Financing Source’s obligations to DFHT under the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationCommitment Letter.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or and future directorholders of any equity, officercontrolling persons, agentdirectors, Affiliateofficers, manager or employee of Holder (or any of its successors or assignees)employees, against any formeragents, current or future general or limited partnerattorneys, managercontrolled Affiliates, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formermembers, current or future director, officer, agent, employee, Affiliate, related party, assigneemanagers, general or limited partnerpartners, equityholder, manager or member stockholders and assignees of any of the foregoing (each, other than H▇▇▇▇▇ it and its successors and permitted assigneescontrolled Affiliates, a “Holder Affiliate”)that all Action, claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by or through a claim by or on behalf of Holder against the Holder Affiliateslimited partnership, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation limited liability company or other applicable lawentity veil or any other theory or doctrine, including alter ego or otherwise; provided ) that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, may be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based onupon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (a) this Agreement or any other agreement referenced herein or contemplated hereby or the transactions contemplated hereunder or thereunder (including the Financing Transactions), (b) the negotiation, execution or performance of this Agreement or any other agreement referenced herein or contemplated hereby (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such obligations other agreement), and (c) any breach or their creationviolation of this Agreement or any other agreement referenced herein or contemplated hereby, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (or any other agreement referenced herein or contemplated hereby, as applicable) and in accordance with, and subject to the terms of, this Agreement (or any other agreement referenced herein or contemplated hereby, in each case as applicable).

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenantseach party acknowledges and agrees, agrees and acknowledges that no person other than Holder on behalf of itself and its successors Related Parties that this Agreement and permitted assignees shall have any obligation hereunder and that it has no rights of recovery the other Transaction Documents may only be enforced against, and no recourse hereunder any Proceeding (whether in Contract or under this Agreementin tort, the Merger Agreementin law or in equity or otherwise, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf any other theory or doctrine, including alter ego or otherwise) 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 Holder this Agreement and the transactions contemplated hereby may only be brought against the Holder Affiliates, by the enforcement of any assessment entities that are expressly named as parties hereto or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (thereto and notwithstanding anything then only with respect to the contrary provided specific obligations set forth herein or therein with respect to such party, and solely in any document or instrument delivered contemporaneously herewith)accordance with, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant and subject to the terms and conditions of, this Agreement or such Transaction Document, as applicable. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, (a) no (i) Affiliate of Parent, Merger Sub, any Guarantor or the Company, or (ii) former, current or future officers, employees, directors, partners, shareholders, equity holders, managers, members, clients, attorneys, agents, advisors or other representatives of Parent, Merger Sub, any Guarantor, or the Company or of any such Affiliate (each Person set forth in clauses (i) or (ii), other than Parent, Merger Sub or the Company, a “Non-Recourse Party”), except as specifically provided in this Section 10.14, shall have any loss, liability or damage for any loss, liability or damage of any party hereto or thereto under this Agreement or any other Transaction Document or for any claim or Proceeding (whether in Contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the JBAcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) in connection with, relating to or arising out of this Agreement and the transactions contemplated hereby, and (Bb) nothing herein each party covenants and agrees that no monetary damages of any kind, including consequential, indirect, or punitive damages, shall limit be sought or had from any Non-Recourse Party in connection with this Agreement or the rights of other Transaction Documents or the transactions contemplated hereby or thereby, except in each case under the preceding clauses (a) and (b) above, for claims that the Company may assert (subject in all respects to the limitations set forth in Section 9.2 and Section 10.4) (v) against the counterparties of the other parties Company to the JBA (other than Holder) Voting and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant Rollover Agreement, solely in accordance with, and subject to the terms and conditions thereofof, such agreement, (w) against the counterparties of the Company to the Confidentiality Agreements, solely in accordance with, and subject to the terms and conditions of, the applicable Confidentiality Agreement, (x) against the Guarantors, solely in accordance with, and subject to the terms and conditions of, the applicable Guarantee, (y) against the Equity Investors, solely in accordance with, and subject to the terms and conditions of, the Equity Commitment Letters for specific performance of the obligation of the Equity Investors to fund their commitment under the Equity Commitment Letters, solely in accordance with, and subject to the terms and conditions of, the Equity Commitment Letters, or (z) against Parent and Merger Sub, solely in accordance with, and subject to the terms and conditions of, this Agreement. The provisions of this Section 10.14 are intended to be for the benefit of, and enforceable by the Non-Recourse Parties and each such Non-Recourse Party shall be an intended third-party beneficiary of this Section 10.14. Each of the parties hereto expressly agree acknowledges and acknowledge agrees that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations the agreements contained in this Section 10.14 are an integral part of Holder under this Agreement or the transactions contemplated herebyhereby and that, under any documents or instruments delivered in connection herewithwithout these agreements, or for any claim based on, in respect of, or by reason of, such obligations or their creationthe parties would not enter into this Agreement.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Actions (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal reason of, be connected with or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or relate in any document or instrument delivered contemporaneously herewith)manner to: (a) this Agreement, (A) nothing herein shall limit the rights of each any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement or any of the other Transaction Documents and (d) any failure of any of the transactions contemplated hereunder or thereunder (including the Financing) to be consummated, in each case, may be made only against the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the JBA (case of the other than Holder) against Holder under the JBA pursuant Transaction Documents, Persons expressly identified as parties to such Transaction Documents and in accordance with, and subject to the terms and conditions of the JBAof, and (B) nothing herein shall limit the rights of each this Agreement or such Transaction Documents, as applicable. Notwithstanding anything in this Agreement or any of the other parties Transaction Documents to the JBA contrary, except for Designated Claims, each party hereto agrees, on behalf of itself and its Related Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder (including the Financing) or under any other than Holder) Transaction Document will be sought or had against any other Person, including any Related Party and Parent against Holder any Debt Financing Sources Related Party, and no other Person, including any Related Party and any Debt Financing Sources Related Party, will have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), for any claims, causes of action, obligations or liabilities arising under, out of, in connection with respect to or related in any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant manner to the terms items in the immediately preceding clauses (a) through (d), it being expressly agreed and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall will attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, for arising under, out of, in connection with or related in any obligations of Holder under manner to the items in the immediately preceding clauses (a) through (d). Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, (i) no Debt Financing Sources Related Party will be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or the valid termination or abandonment of any of the foregoing; (ii) subject to Section 7.3 hereof, no Company Related Party or Parent Related Party will be responsible or liable for any claim based onmultiple, in respect ofspecial, statutory, exemplary or punitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder (including the Financing), or the valid termination or abandonment of any of the foregoing; provided that notwithstanding the foregoing or anything to the contrary herein the Company shall have the right to seek damages based on loss of the economic benefits of the transactions contemplated by reason ofthis Agreement, such obligations including loss of premium, on behalf of holders of Shares, and (iii) Parent and Merger Sub shall be entitled to bring claims and causes of action against the Debt Financing Sources related to or their creationarising from the Debt Commitment Letter and the Debt Financing. 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Non-Recourse. (a) Notwithstanding anything to the contrary that may be expressed in this Agreement, the Purchaser’s liability for any liability, loss, damage or implied recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of this Agreement or any document other Transaction Agreement (whether willfully, intentionally, unintentionally or instrument delivered contemporaneously herewith, otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to $600,000,000 and notwithstanding the fact that Holder Purchaser shall have no further liability or any of its successors obligation relating to or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits arising out of this Agreement, covenantsany other Transaction Agreement or the Transactions in excess of such amount. For the avoidance of doubt, agrees and acknowledges that no person other than Holder and its successors and permitted assignees the foregoing shall have any obligation hereunder and that it has no not limit the Company’s rights of recovery under Section 6.10. (b) This Agreement may only be enforced against, and any Action, claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against the entities that are expressly named as parties hereto and their respective successors and assigns (including any Person that executes and delivers a Joinder). Except as set forth in the immediately preceding sentence, no recourse hereunder or under this Agreementpast, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, member, partners (general or limited), stockholder, controlling person, Affiliate, manager agent, attorney, advisor or employee representative of Holder (any party hereto, or any of its successors or assignees)past, against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current present or future director, officer, agentemployee, employeeincorporator, member, partners (general or limited), stockholder, controlling person, Affiliate, related partyagent, assigneeattorney, general advisor or limited partner, equityholder, manager or member of any representative of the foregoing (eachcollectively, other than H▇▇▇▇▇ and its successors and permitted assignees, a the “Holder AffiliateSpecified Persons”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of ) shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations or liabilities of Holder any party hereto under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation.the transactions contemplated hereby. ​ ​

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

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

Non-Recourse. (a) Notwithstanding anything to the contrary that may be expressed or implied in this Agreement Agreement, or any document agreement, document, certificate, or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall otherwise, each Party acknowledges and agrees, on behalf of itself and its Affiliates, and its and their respective Related Parties, that this Agreement may only be had enforced against, and any formerProceeding that may be based upon, current resulting from or future director, officer, agent, Affiliate, manager or employee of Holder (related to this Agreement or any of its successors other Transaction Document or assigneesotherwise, or the negotiation, execution, performance, breach (whether willful, intentional, unintentional or otherwise), against or termination hereof or thereof, including any formerrepresentation or warranty made or alleged to have been made in, current in connection with, or future general or limited partneras an inducement to, manager, equityholder or member of Holder (or this Agreement and any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any failure of the foregoing Transactions to be consummated (eacheach of such above-described legal, equitable or other than H▇▇▇▇▇ and its successors and permitted assigneestheories or sources of Liability, a “Holder AffiliateRecourse Theory”) may only be made or asserted against (and are expressly limited to) the Persons that are expressly identified as the Parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such. No Person who is not a Party (including (a) any Related Party of a Party, and (b) any Related Party of such Related Parties but specifically excluding the Parties) (the Persons in clauses (a) and (b), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the Parties, “Non-Parties”) shall have any Liability whatsoever based upon, resulting from or related to any Recourse Theory. In furtherance and not in limitation of the foregoing, each Party acknowledges and agrees, on behalf of itself and its Related Parties, that no recourse under any Recourse Theory, whether in equity or at law, in contract, in tort, or otherwise (including, for the avoidance of doubt, monetary damages for fraud, or breach, whether willful, intentional, unintentional or otherwise, or monetary damages in lieu of specific performance), shall be sought or had against any other Non-Parties and no Non-Parties 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 corporate, partnership, limited partnership, or limited liability company veil, by or through a claim by any other theory or on behalf of Holder against the Holder Affiliatesdoctrine) for, by the enforcement any Liabilities of any assessment or by any legal or equitable proceedingnature whatsoever arising under, out of, in connection with, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect related to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms Recourse Theory, it being expressly agreed and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no liability personal Liability or Liabilities whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder AffiliateNon-Party, through Purchaser, Seller or the Company, 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, as suchapplicable, for by the enforcement of any obligations assessment or by and legal or equitable actions, by virtue of Holder under this Agreement any Law, or otherwise. Without limiting the transactions contemplated herebyrights of any Party against the other Party as set forth herein, in no event shall any Party, any of its Affiliates or any Person claiming by, through or on behalf of any of them institute any Proceeding under any documents or instruments delivered in connection herewithRecourse Theory against any Non- Party. Notwithstanding the foregoing, or nothing herein will restrict any Party from seeking and obtaining any remedy for Fraud against any claim based on, in respect of, or by reason of, such obligations or their creationPerson.

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

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement Agreement, any other Transaction Document or any document document, certificate or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall or otherwise, each party hereby acknowledges and agrees, on behalf of itself and its respective Affiliates, that, except in the case of fraud, all actions, suits, claims, investigations or proceedings that may be had againstbased upon, in respect of, arise under, out of, by reason of, be connected with, or relate in any former, current or future director, officer, agent, Affiliate, manager or employee of Holder manner to (a) this Agreement or any other Transaction Document or the transactions contemplated hereunder or thereunder, (b) the negotiation, execution or performance of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (this Agreement or any of its successors other Transaction Document (including any representation or assignees) warranty made in, in connection with, or any Affiliate or related party thereof or against any formeras an inducement to, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing documents), (eachc) any breach or violation of this Agreement or any other Transaction Document and (d) the failure of the transactions contemplated hereunder or by any other Transaction Document, other than H▇▇▇▇▇ to be consummated, in each case may be made only against (and are those solely of) the Persons that are expressly identified as parties hereto or thereto, as applicable. In furtherance and not in limitation of the foregoing, each party hereby acknowledges and agrees, on behalf of itself and its successors respective Affiliates, that, except in the case of fraud, no recourse under this Agreement or any other Transaction Document or in connection with any transactions contemplated hereby or thereby shall be sought or had against any other such Person and permitted assigneesno other such Person shall have any liabilities or obligations, a “Holder Affiliate”)(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 corporate, partnership, limited partnership or limited liability company veil or any other theory or doctrine) for any losses, damages, claims, causes of action, obligations or liabilities of any nature whatsoever arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses ‎(a) through ‎(d), it being expressly agreed and acknowledged that no personal Liability or losses, damages, claims, causes of action, obligations or liabilities whatsoever shall attach to, be imposed on or otherwise be incurred by any past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or Representative of any party to this Agreement, Financing Source or a Financing Source Related Party (each, a “Non-Recourse Party”), through Buyer, Seller or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Holder against the Holder Affiliatesany party hereto, as applicable, by the enforcement of any assessment or by any legal or equitable proceedingactions, suits, claims, investigations or proceedings, by virtue of any statute, regulation or other applicable law, or otherwise; provided that , except for (i) claims of fraud, (ii) claims under and notwithstanding anything to the contrary extent provided herein or for in any document or instrument delivered contemporaneously herewith)Article 11 of this Agreement, (Aiii) nothing herein shall limit the rights of each of the other parties claims against any Person that is party to, and solely pursuant to the JBA terms and conditions of, the Confidentiality Agreement, (other than Holderiv) claims against Holder under Griffon for specific performance of Griffon’s obligation to fund the JBA Equity Financing in accordance with, and pursuant to the terms of, the Equity Commitment Letter, and (v) claims Buyer may assert against the Financing Sources pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationDebt Commitment Letter.

Non-Recourse. Notwithstanding Except for any claim with respect to Fraud or as otherwise set forth herein or in another Transaction Document, notwithstanding anything to the contrary contained herein, therein or otherwise, this Agreement and each other Transaction Document may only be enforced against, and any claims or causes of action (whether in tort or contract, or whether at law or in equity, or otherwise) that may be expressed based upon, arise out of or implied in relate to this Agreement Agreement, the other Transaction Documents, the negotiation, execution or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits performance of this Agreement, covenantsthe other Transaction Documents or the transactions contemplated hereby and thereby, agrees may only be made against the entities and acknowledges Persons that no person are expressly identified as parties to this Agreement or each other than Holder Transaction Document in their capacities as such and its successors then only with respect to the specific obligations set forth herein and permitted assignees shall have any obligation hereunder therein with respect to the named parties to this Agreement and that it has no rights of recovery againstthe other Transaction Documents, and no recourse hereunder former, current or under this Agreementfuture stockholders, the Merger Agreementequityholders, the JBAcontrolling persons, H▇▇▇▇▇’s ECL (if any) directors, officers, employees, incorporators, general or limited partners, members, managers, agents, attorneys, representatives or Affiliates of any documents party hereto or instruments delivered in connection herewith to another Transaction Document, or therewith shall be had against, any former, current or future direct or indirect stockholder, equityholder, controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assigneeincorporator, general or limited partner, equityholdermember, manager manager, agent, attorney, representative or member Affiliate of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder AffiliateNon‑Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of ) shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations or liabilities of Holder under the parties to this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or thereby or in respect of any representations made or alleged to be made in connection herewith or therewith, including any alleged non‑disclosure made by any such Persons, and each party waives and releases all such liabilities and obligations against such Persons. Without limiting the rights of any party against the other parties hereto, in no event shall any party or their creationany 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, in each case, whether in tort, contract or otherwise. For the avoidance of doubt, nothing in this Section 11.13 shall limit any claim with respect to Fraud.

Non-Recourse. Notwithstanding anything to Other the contrary claims for fraud, all claims, suits or Proceedings (whether at law or in equity, based upon contract, tort, statute or otherwise) that may be expressed based upon, arise out of or implied in relate to this Agreement or the other Transaction Documents, or the negotiation, execution or performance of this Agreement or the other Transaction Documents (including any document representation or instrument delivered contemporaneously herewithwarranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may be made only against the Persons that are expressly identified as the parties hereto or thereto in the preamble to and notwithstanding signature pages of this Agreement or the fact that Holder other Transaction Documents (as the case may be) and solely in their capacities as such. No Person who is not a party hereto or thereto, including any current, former or future Affiliate or Representative of any party hereto or thereto or any of its successors or permitted assignees may be a partnershipcurrent, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member Representative of any of the foregoing (eachsuch Persons, other than H▇▇▇▇▇ and its successors and permitted assigneescollectively, a but specifically excluding the parties hereto, “Holder AffiliateNon-Parties”), shall have any liability (whether by at law or through attempted piercing of the corporate veilin equity, by or through a claim by or on behalf of Holder against the Holder Affiliatesbased upon contract, by the enforcement of any assessment or by any legal or equitable proceedingtort, or by virtue of any statute, regulation or other applicable law, statute or otherwise; provided that (and notwithstanding anything ) for obligations or liabilities arising under, in connection with or related to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, 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 such Non-Party. Each Non-Party shall be an express third-party beneficiary of, such obligations or their creationand entitled to enforce, this Section 11.17.

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

Non-Recourse. (a) Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithto the contrary (and subject only to the specific contractual provisions hereof including this Section 9.8), each of the Buyer Parties hereby acknowledge, covenant and agree (on behalf of itself, its Affiliates, and notwithstanding any Person claiming by through or on behalf of such Buyer Party or its Affiliates) that, except in the fact case of Fraud, all claims, obligations, Liabilities, causes of action or proceedings (in each case whether at Law or in equity, and whether sounding in contract, tort, statute or otherwise) that Holder may be based upon, in respect of, arise under, out or by reason of, this Agreement, or the negotiation, execution, performance, or breach (whether willful, intentional, unintentional or otherwise) of this Agreement by the Company, any of its Subsidiaries, the Seller Representative, or any of its successors their respective Affiliates, including, without limitation, any representation or permitted assignees warranty made or alleged to be made in, in connection with, or as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of Liability, a “Recourse Theory”) may be a partnership, made or asserted only against (and are expressly limited liability company or similar domestic or foreign entity, Parent by its acceptance of to) the benefits of this Agreement, covenants, agrees and acknowledges that no person Company. No Person other than Holder and its successors and permitted assignees shall have the Company (including, without limitation, (i) any obligation hereunder and that it has no rights of recovery againstpast, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, Affiliateincorporator, manager or employee of Holder (or any of its successors or assignees)member, against any former, current or future general or limited partner, manager, equityholder direct or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formerindirect equityholder, current or future directormanagement company, officerAffiliate, agent, employeeattorney, Affiliateor representative of, related partyand any financial advisor to (all above-described Persons in this subclause (i), assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, each a “Holder AffiliateRelated Party”), whether by and (ii) any Related Party of such Related Parties (the Persons in subclauses (i) and (ii), collectively, “Non-Parties”)) shall have any Liability or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement obligation in respect of any assessment or by any legal or equitable proceedingRecourse Theory; provided, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly Parties agree and acknowledge that no liability whatsoever shall attach toclaims for Fraud may be waived or have been waived hereunder. (b) Without limiting the generality of the foregoing, be imposed onexcept in the case of claims for Fraud, to the maximum extent explicitly permitted or otherwise conceivable under applicable Law (and subject only to the specific contractual provisions of this Agreement), each Buyer Party, on behalf of itself, and its Affiliates, and any Person claiming by, through, or otherwise be incurred by on behalf of any Holder Affiliateof them, as suchhereby (i) waives, for releases and disclaims any obligations and all Recourse Theories against all Non-Parties, and (ii) expressly disclaims reliance upon any Non-Parties with respect to the performance of Holder under this Agreement or any representations or warranty made (or alleged to have been made) in, in connection with, or as an inducement to this Agreement. (c) Notwithstanding anything to contrary in this Agreement, including Section 9.2 and Section 9.8, no Securityholder shall be liable for Fraud committed by another Person in an amount in excess of the net proceeds actually received by such Securityholder in connection with the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationthis Agreement.

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

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

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach Party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Proceedings (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (a) this Agreement, any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance this Agreement or any of the other Transaction Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement or any of the other Transaction Documents and (d) any failure of any of the transactions contemplated hereunder or thereunder (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents and in accordance with, and subject to the terms and conditions of, this Agreement or such Transaction Documents, as applicable. Notwithstanding anything in this Agreement or any of the other Transaction Documents to the contrary, each Party agrees, on behalf of itself and its Related Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with any of the transactions contemplated hereunder (including the Financing) or under any other Transaction Document will be sought or had against any other Person, including any Related Party and any Debt Financing Sources Related Party, and no other Person, including any Related Party and any Debt Financing Sources Related Party, will have any Liabilities (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), for any claims, causes of action 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 Table of Contents whatsoever will attach to, be imposed on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or otherwise be incurred by any legal of the aforementioned, as such, arising under, out of, in connection with or equitable proceeding, or by virtue of related in any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (A) nothing herein shall limit the rights of each of the other parties subject, with respect to the JBA following clauses (other than Holderii) and (iii), in all respects to the limitations set forth in Section 6.2, Section 6.3(d), Section 6.3(e), Section 6.3(f), Section 7.7 and this Section 7.16) (i) against Holder under any Person that is party to, and solely pursuant to the JBA 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 JBALimited 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 (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach toof, be imposed onSection 6 of the Equity Commitment Letter, or otherwise be incurred by any Holder Affiliate(iv) against the Company, as suchParent and Merger Sub solely in accordance with, for any obligations of Holder under 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 hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creation.of the foregoing. [Remainder of page intentionally left blank]

Non-Recourse. (a) This Agreement may only be enforced against, and any litigation matter that may be based upon, in respect of, arise under, out of or by reason, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, performance or breach (whether willful, intentional, unintentional or otherwise), of this Agreement, including, without limitation, any representation or warranty made or alleged to have been made in, in connection with, or as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made or asserted against (and are expressly limited to) the Persons that are expressly identified as the parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such. No Person who is not a party hereto (including without limitation, (i) any former, current or future direct or indirect: equity holder, controlling Person, management company, incorporator, member, partner, manager, director, officer, employee, agent, Affiliate, attorney or representative of, and any financial advisor or equity source to (all above-described Persons in this subclause (i), collectively, “Affiliated Persons”) a party hereto or any Affiliate of such party, and (ii) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto (the Persons in subclauses (i) and (ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto “Non-Parties”)) shall have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event shall any party hereto, any of its Affiliates or any Person claiming by, through or on behalf of any of them institute any litigation matter under any Recourse Theory against any Non-Party. (b) Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithto the contrary (and subject only to the specific contractual provisions hereof), and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance hereof each party hereto acknowledges, covenants and agrees, on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of any of them, to the benefits maximum extent explicitly permitted or otherwise conceivable under Law (and subject only to the specific contractual provisions of this Agreement), covenantsthat (a) all litigation matters or claims for losses of any kind (including any liability for any amounts due or that may become due, agrees for any reason, under or in any way related to this Agreement shall be brought only against the parties hereto pursuant to the express terms of this Agreement and acknowledges that no person other than Holder and not against any Non-Party, (b) such party (on behalf of itself, its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery againstAffiliates, and no recourse hereunder any Person claiming by, through or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member on behalf of any of them) hereby waives, releases and disclaims any and all liability against all Non-Parties under any Recourse Theory, including, without limitation, any Recourse Theory to avoid or disregard the foregoing (eachentity form of any Party or otherwise seek to impose any liability arising out of, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)relating to or in connection with any Recourse Theory on any Non-Parties, whether a Recourse Theory granted by statute or through attempted based on theories of equity, agency, control instrumentality, alter ego, domination, sham, single business enterprise, piercing of the corporate veil, by unfairness, undercapitalization, or otherwise, and (c) such party (on behalf of itself, its Affiliates, and any Person claiming by, through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement any of them) disclaims any assessment or by reliance upon any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or Non-Parties with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations performance of Holder under this Agreement or the transactions contemplated herebyany representation or warranty made in, under any documents or instruments delivered in connection herewithwith, or for any claim based onas an inducement to this Agreement. This Section 11.10 shall survive the termination of this Agreement and the Non-Parties are express third party beneficiaries hereof, in respect of, or by reason of, such obligations or their creationentitled to directly enforce the provisions hereof.

Non-Recourse. Notwithstanding anything Except in the case of fraud, this Agreement may only be enforced against, and any claim or cause of Action based upon, arising under, out of, or in connection with, or related in any manner to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewiththe transactions contemplated hereby may only be brought against, and notwithstanding the fact entities that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of are expressly named as Parties in the benefits preamble of this AgreementAgreement (the “Contracting Parties”) and then only with respect to the specific obligations set forth herein with respect to such Contracting Party. Except in the case of fraud, covenantsno Person that is not a Contracting Party, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have including any obligation hereunder and that it has no rights of recovery againstpast, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agent, Affiliate, manager Representative or employee Affiliate 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) Contracting Party or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Nonparty Affiliate”), shall have any Liability (whether by in contract, tort, at law or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingin equity, or granted by virtue of statute or otherwise) for any statuteclaims, regulation causes or action or other applicable lawobligations or Liabilities arising under, out of, or otherwise; provided that (and notwithstanding anything to the contrary provided herein in connection with, or related in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties manner to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof this Agreement or its negotiation, execution, performance or breach. To the maximum extent permitted by applicable Law, except in the case of fraud, (a) each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action and other obligations and Liabilities against any such Nonparty Affiliates, (b) each Contracting Party hereby waives and releases any and all rights, claims, demands, or their creationcauses 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. Notwithstanding anything to Each party agrees, on behalf of itself and its Affiliates (and, in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance case of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this AgreementCompany, the Merger AgreementCompany Related Parties, and, in the case of Parent, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesParent Related Parties), against any formerthat all Actions, current claims, obligations, liabilities, or future general causes of action (whether in contract or limited partnerin tort, managerin Law, equityholder or member of Holder (in equity or any of its successors otherwise, or assignees) granted by statute or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership, or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue of relate to: (A) this Agreement, any statute, regulation other Transaction Document or any other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided agreement referenced herein or in any document therein or instrument delivered contemporaneously herewiththe transactions contemplated hereunder or thereunder (including the Financing), (AB) nothing the negotiation, execution or performance this Agreement, any other Transaction Document or any other agreement referenced herein shall limit the rights or therein (including any representation or warranty made in, in connection with, or as an inducement to this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of each this Agreement, any other Transaction Document or any other agreement referenced herein or therein, and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to the JBA (other than Holder) against Holder under the JBA pursuant this Agreement in accordance with, and subject to the terms and conditions of, this Agreement (but subject to the exceptions set forth in the next sentence). Notwithstanding anything contained in this Agreement, any other Transaction Document or any other agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees, and acknowledges, on behalf of itself and its respective Affiliates (and, in the case of the JBACompany, the Company Related Parties, and, in the case of Parent, the Parent Related Parties), that no recourse under this Agreement, any other Transaction Document, or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, including any Company Related Party, any Parent Related Party, and any Debt Financing Sources Related Party, and no other Person, including any Company Related Party, any Parent Related Party, and any Debt Financing Sources Related Party, shall have any liabilities or obligations (B) nothing herein shall limit the rights of each whether in contract or in tort, in Law, or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership, or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related to the JBA items in the immediately preceding clauses (other than HolderA) through (D), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with, or related to the items in the immediately preceding clauses (A) through (D), in each case, except for claims that (1) the Company, Parent, or Merger Sub, as applicable, may assert (subject with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.02 and this Section 9.13): (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (ii) against each Guarantor under, if, as, and when required pursuant to the terms and conditions of, the Guarantee; (iii) against the equity providers for specific performance of their obligation to fund their committed portions of the Equity Financing, solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter; or (iv) against the Company, Parent, and Merger Sub, solely in accordance with, and pursuant to the terms and conditions of, this Agreement and (2) Parent and its Affiliates may assert, including by bringing an Action, against the Debt Financing Sources pursuant to the terms and conditions of the Commitment Letters. Notwithstanding anything to the contrary herein or otherwise, no Company Related Party, Parent Related Party, or Debt Financing Sources Related Party shall be responsible or liable for any obligations multiple, consequential, indirect, special, statutory, exemplary, or punitive damages that may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents, or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

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

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Proceedings (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to: (a) this Agreement, any other document executed or delivered in connection herewith or the Merger or any other transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement or any statute, regulation other document executed or other applicable lawdelivered in connection herewith (including any representation or warranty made in connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein as an inducement to, this Agreement or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other documents executed or delivered in connection herewith); (c) any breach or violation of this Agreement or any other document executed or delivered in connection herewith; or (d) any failure of the Merger or any other transactions contemplated under this Agreement or any other document executed or delivered in connection herewith (including the Financing) to be consummated, in each case of clauses (a) through (d), may be made only against the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the JBA (case of any other than Holder) against Holder under the JBA pursuant document executed or delivered in connection herewith, Persons expressly identified as parties thereto, and their respective successors and assigns, and in accordance with, and subject to the terms and conditions of the JBAof, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents such other document executed or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation.as applicable. [Signature Page Follows]

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach Party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors Affiliates and permitted assignees shall have any obligation hereunder and Representatives, that it has no rights all proceedings, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of Holder against the Holder Affiliatesany other theory or doctrine, by the enforcement of any assessment including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by any legal or equitable proceedingreason of, be connected with, or by virtue relate to: (a) this Agreement or any other agreement referenced herein or the transactions contemplated hereunder, (b) the negotiation, execution or performance of this Agreement or any statuteother agreement referenced herein (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein as an inducement to, this Agreement or in any document or instrument delivered contemporaneously herewithsuch other agreement), (Ac) nothing any breach or violation of this Agreement or any other agreement referenced herein shall limit the rights of each and (d) any failure of the transactions contemplated hereunder or any other parties agreement referenced herein to be consummated, in each case, may be made only against (and are those solely of) the JBA (other than Holder) against Holder under the JBA pursuant Persons that are expressly identified herein as a Party to this Agreement and, in accordance with, and subject to the terms and conditions of this Agreement. In furtherance and not in limitation of the JBAforegoing, and (B) nothing notwithstanding anything contained in this Agreement or any other agreement referenced herein shall limit the rights of each of the other parties or otherwise to the JBA contrary, each Party covenants, agrees and acknowledges, on behalf of itself and any other Person claiming by or through it, that (other than Holder) and Parent against Holder (or with respect to the Buyer Subsidiaries) no recourse under this Agreement or any assignee hereofother agreement referenced herein or in connection with any transactions contemplated hereby shall be sought or had against any Person not a Party (other than the Buyer Subsidiaries) as a third-party beneficiary under H▇▇▇▇▇’s ECL and no other Person (if anyother than the Buyer Subsidiaries) pursuant 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 terms items in the immediately preceding clauses (a) through (d), it being expressly agreed and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (a) through (d), in each case, except for claims that any obligations of Holder under Party may assert against another Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding the foregoing or anything else to the contrary, nothing in this Agreement shall limit any rights, remedies or the transactions contemplated hereby, under recourse that any documents or instruments delivered in connection herewith, or for any claim based on, in Party may have with respect of, or by reason of, such obligations or their creation.to Fraud. 81 4832-2222-1976\19

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach Party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Legal Proceedings (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (a) this Agreement, any of the other Transaction Documents or the Merger (including the Financing) or any other transactions contemplated hereunder or thereunder; (b) the negotiation, execution or performance this Agreement or any of the other Transaction Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement or any of the other Transaction Documents; and (d) any failure of the Merger (including the Financing) or any other transactions contemplated hereunder or thereunder to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents and in accordance with, and subject to the terms and conditions of, this Agreement or such Transaction Documents, as applicable. Notwithstanding anything in this Agreement or any of the other Transaction Documents to the contrary, each Party agrees, on behalf of itself and its Related Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with the Merger (including the Financing) or any other transactions contemplated hereunder or under any other Transaction Document will be sought or had against any other Person, including any Related Party, and no other Person, including any Related Party, will have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever will attach to, be imposed on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or otherwise be incurred by any legal of the aforementioned, as such, arising under, out of, in connection with or equitable proceeding, or by virtue of related in any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (A) nothing herein shall limit the rights of each of the other parties subject, with respect to the JBA following clauses (other than Holderii) and (iii), in all respects to the limitations set forth in Section 8.2(b), Section 8.3(f), Section 8.3(g), Section 8.3(h), Section 9.8(b) and this Section 9.14): (i) against Holder under any Person that is party to, and solely pursuant to the JBA 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 JBAGuarantee; (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 (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereofof, 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. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under Notwithstanding anything to the contrary in this Agreement or any of the transactions contemplated herebyother Transaction Documents, under no Parent Related Party will be responsible or liable for any documents multiple, consequential, indirect, special, statutory, exemplary or instruments delivered in connection herewithpunitive damages that may be alleged as a result of this Agreement or any of the other Transaction Documents or the Merger (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party hereto agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Affiliates, that it has no rights all Actions, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingreason of, be connected with, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or relate in any document or instrument delivered contemporaneously herewith), manner to: (Ai) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, (ii) the negotiation, execution or performance of this Agreement or any other agreement referenced herein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such other agreement), (iii) any breach or violation of this Agreement or any other agreement referenced herein, and (iv) any failure of the transactions contemplated hereby or under any documents other agreement referenced herein to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement or, in the case of the other agreements referenced herein, the persons that are expressly named as parties thereof, and, in accordance with, and subject to the terms and conditions of, this Agreement or instruments delivered such other agreement referenced herein, as applicable. In furtherance and not in limitation of the foregoing, each party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates, that no recourse under this Agreement or in connection herewithwith any of the transactions contemplated hereby 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 theory or doctrine, including alter ego or otherwise) for any claim based onclaims, causes of action, obligations or liabilities arising under, out of, in respect connection with or related in any manner to the items in clauses (i) through (iv) 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 by reason ofrelated in any manner to the items in clauses (i) through (iv) 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 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 obligations named party (the “Related Parties”) shall be responsible or their creationliable 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. Notwithstanding anything Subject to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits penultimate sentence of this AgreementSection 10.13, covenantseach Party agrees, agrees and acknowledges that no person other than Holder on behalf of itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights all Proceedings, claims, obligations, liabilities or causes of recovery againstaction (whether in Contract or in tort, and no recourse hereunder in law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingreason of, be connected with, or by virtue relate in any manner to: (A) this Agreement or any Transaction Document or the transactions contemplated hereby or thereby, (B) the negotiation, execution or performance of this Agreement or any statuteTransaction Document (including any representation or warranty made in, regulation or other applicable lawin connection with, or otherwise; provided that (and notwithstanding anything to the contrary provided herein as an inducement to, this Agreement or in any document or instrument delivered contemporaneously herewithsuch Transaction Document), (AC) nothing herein shall limit the rights any breach or violation of each this Agreement or any Transaction Document, and (D) any failure of the other transactions contemplated hereunder or under any Transaction Document to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement or, in the JBA (other than Holder) against Holder under case of a Transaction Document, the JBA pursuant Persons that are expressly named as parties thereof, and, in accordance with, and subject to the terms and conditions of, this Agreement or such Transaction Document, as applicable. In furtherance and not in limitation of the JBAforegoing, and notwithstanding anything contained in this Agreement or any Transaction Document or otherwise to the contrary, but subject to the penultimate sentence of this Section 10.13, each Party covenants, agrees and acknowledges, on behalf of itself and its respective Related Parties, that no recourse under this Agreement or any Transaction Document or in connection with any Transactions (Bor transactions contemplated by the Transaction Documents) nothing herein shall limit the rights of each be sought or had against any other Person, and no other Person shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the JBA items in the immediately preceding clauses (other than HolderA) through (D), it being expressly agreed and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on, on or otherwise be incurred by any Holder Affiliateof the aforementioned, as such, arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D), 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 obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement or any Transaction Document or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder, or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

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

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

Non-Recourse. Notwithstanding anything to the contrary contained herein or otherwise, this Agreement may only be enforced against, and any claims or causes of action (whether in tort or contract, or whether at law or in equity, or otherwise) that may be expressed based upon, arise out of or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under relate to this Agreement, the Merger negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the entities and Persons that are expressly identified as parties to this Agreement in their capacities as such and then only with respect to the specific obligations set forth herein with respect to the named parties to this Agreement, and no former, current or future stockholders, equityholders (including the JBAEquityholders and the Pre-Closing Equityholders), H▇▇▇▇▇’s ECL (if any) controlling persons, directors, officers, employees, incorporators, general or limited partners, members, managers, agents, attorneys, representatives or Affiliates of any documents party hereto, or instruments delivered in connection herewith or therewith shall be had against, any former, current or future direct or indirect stockholder, equityholder, controlling person, director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assigneeincorporator, general or limited partner, equityholdermember, manager manager, agent, attorney, representative or member Affiliate of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder AffiliateNon-Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of ) shall have any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations or liabilities of Holder under the parties to this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith, including any alleged non-disclosure made by any such Persons, and each party waives and releases all such liabilities and obligations against such Persons. Without limiting the rights of any party against the other parties hereto, in no event shall any party or their creationany 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 (including any of the Eligible Holders), in each case, whether in tort, contract or otherwise. Nothing in this ‎Section 10.14 shall limit any claim related to a Non-Recourse Party’s obligations under any Additional Agreement to which such Non-Recourse Party is party. This Section 10.14 shall not apply to Section 10.16, which shall be enforceable by the Equityholders’ Representative in its entirety against the Equityholders.

Non-Recourse. Notwithstanding anything herein (including the Senior Guarantee) or in any other agreement, document, certificate, instrument, statement or omission referred to below to the contrary that may be expressed contrary, the Issuer and the Partnership are liable hereunder and under the Senior Notes only to the extent of the assets of the Issuer and the Partnership and the interest of the Issuer in the Senior Notes and no other person or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreementincluding, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had againstbut not limited to, any former, current or future directorpartner, officer, agent, Affiliate, manager committee or employee committee member of Holder (the Partnership or any partner therein or of its successors or assignees)any Affiliate of the Partnership, against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any incorporator, officer, director or shareholder of its successors or assignees) the Issuer, or any Affiliate or related party thereof controlling Person or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member entity of any of the foregoing (eachforegoing, other than H▇▇▇▇▇ and its successors and permitted assigneesor any agent, a “Holder Affiliate”), whether by employee or through attempted piercing lender of any of the corporate veilforegoing, by or through a claim by any successor, personal representative, heir or on behalf of Holder against the Holder Affiliates, by the enforcement assign of any assessment or by any legal or equitable proceedingof the foregoing, in each case past, present, or by virtue as they may exist in the future, shall be liable in any respect (including without limitation the breach of any statuterepresentation, regulation warranty, covenant, agreement, condition or other applicable lawindemnification or contribution undertaking contained herein or therein) under, in connection with, arising out of, or otherwise; provided that relating to this Indenture or any other agreement, document, certificate, instrument or statement (and notwithstanding anything oral or written) related to, executed or to the contrary provided herein be executed, delivered or to be delivered, or made or to be made, or any omission made or to be made, in connection with any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions foregoing or any of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyin any such agreement, document, certificate, instrument or statement. Notwithstanding the foregoing, the Holders preserve any personal claims they may have for fraud, liabilities under any documents or instruments delivered the Securities Act, and other liabilities that cannot be waived under applicable federal and state laws in connection herewithwith the purchase of the Senior Notes; provided, however, that such conduct shall not constitute an Event of Default under this Indenture, the Senior Notes or the Senior Partnership Upstream Note Mortgage or any document executed in conjunction therewith or otherwise related thereto. Any agreement, document, certificate, statement or other instrument to be executed simultaneously with, in connection with, arising out of or relating to this Indenture, the Senior Notes or any other agreement, document, certificate, statement or instrument referred to above, or for any claim based onagreement, in respect ofdocument, certificate, statement or by reason ofinstrument contemplated hereby shall contain language mutatis mutandis to this paragraph and, if such obligations or their creationlanguage is omitted, shall be deemed to contain such language.

Non-Recourse. Notwithstanding anything Without limiting any claim or recourse under or in connection with the Debt Commitment Letter or against any of the Persons that are expressly named as parties hereto, (a) any claim or cause of action based upon, arising out of, or related to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewiththe Transaction (including the Debt Financing) may only be brought against Persons that are expressly named as parties hereto, and notwithstanding then only with respect to the fact that Holder or any of its successors or permitted assignees may be a partnershipspecific obligations set forth herein, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that (b) no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future directordirect or indirect equity holders, officercontrolling Persons, agentstockholders, Affiliatedirectors, manager officers, employees, agents, affiliates, members, managers, general or employee limited partners or assignees of Holder (the Company, Parent or the Purchaser or any of its successors their respective affiliates nor any Financing Source or assignees), against any former, current or future general direct or limited partnerindirect equity holders, managercontrolling Persons, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any formerstockholders, current or future directordirectors, officerofficers, agentemployees, employeeagents, Affiliateaffiliates, related partymembers, assigneemanagers, general or limited partnerpartners or assignees of any Financing Source or any of their respective affiliates (collectively, equityholder, manager “Non-Party Persons”) shall have any liability or member of obligation for any of the foregoing (eachrepresentations, other than H▇▇▇▇▇ and its successors and permitted assigneeswarranties, a “Holder Affiliate”)covenants, whether by agreements, obligations or through attempted piercing liabilities of the corporate veilCompany, by Parent or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder Purchaser under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, of or for any claim action, suit, arbitration, claim, litigation, investigation, or proceeding based on, in respect of, or by reason of, the transactions contemplated hereby (including the breach, termination or failure to consummate such transactions), in each case whether based on Contract, tort, strict liability, other Laws or otherwise and whether by piercing the corporate veil, by a claim by or on behalf of a party hereto or another Person or otherwise, and (c) each party hereto waives and releases all such liabilities and obligations against any such Non-Party Persons. (Signature page follows) Table of Contents IN WITNESS WHEREOF, Parent, the Purchaser and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. By: /s/ ▇▇▇▇▇▇▇▇ (“Katy”) Motiey Name: ▇▇▇▇▇▇▇▇ (“Katy”) Motiey Title: Chief Administrative Officer and Corporate Secretary By: /s/ ▇▇▇▇▇▇▇▇ (“Katy”) Motiey Name: ▇▇▇▇▇▇▇▇ (“Katy”) Motiey Title: President and Chief Executive Officer Table of Contents IN WITNESS WHEREOF, Parent, the Purchaser and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President, CEO Table of Contents ANNEX I Notwithstanding any other provisions of the Offer or the Merger Agreement, and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable Law, the Purchaser shall not be required to accept for payment or pay for, may extend the Offer and may delay the acceptance for payment of, and the payment for, any validly tendered Shares pursuant to the Offer and not validly withdrawn prior to the expiration of the Offer, if (a) the Minimum Condition shall not have been satisfied at the Expiration Date, (b) the Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed at or prior to the Expiration Date or (c) any of the following events, conditions, state of facts or developments exists or has occurred and is continuing at the Expiration Date: (i) there shall be instituted any Action by any Governmental Authority against Parent, the Purchaser, the Company or any Company Subsidiary, or otherwise in connection with the Offer or the Merger, which remains pending and the outcome of which, if resolved in favor of such Governmental Authority, would reasonably be expected to (A) make illegal, enjoin, prohibit or impose any limitations on the making or consummation of the Offer or the Merger, (B) make illegal, enjoin, prohibit or impose any limitations on the ownership or operation by Parent, the Company or any of their respective Subsidiaries, of all or any material portion of the assets or businesses of Parent, the Company or any of their respective Subsidiaries as a result of or in connection with the Offer or the Merger or compel Parent or any of its Subsidiaries to dispose of or hold separately all or any portion of the business or assets of Parent, the Company or any of their respective Subsidiaries or impose any limitations on the ability of Parent, the Company or any of their respective Subsidiaries to conduct its business or own such assets at or following the Acceptance Time or (C) make illegal, enjoin, prohibit or impose any limitations on the ability of Parent or the Purchaser to acquire, hold or exercise full rights of ownership of the Shares to be acquired pursuant to the Offer or otherwise in the Merger, including the right to vote any Shares acquired or owned by Parent, the Purchaser or their creationrespective Subsidiaries on all matters properly presented to the stockholders of the Company; (ii) there shall be any Law or Order enacted, entered, enforced, promulgated or which is deemed applicable by pursuant to an authoritative interpretation by or on behalf of a Governmental Authority of competent jurisdiction with respect to the Offer or the Merger, which has the effect of making illegal, enjoining, or prohibiting the consummation of the Offer and the Merger; (iii) (A) any representation or warranty of the Company contained in 3.11(a)(ii) shall fail to be true and correct in all respects, as of the date of the Merger Agreement, (B) any representation or warranty of the Company contained in Sections 3.1(a) and (c), 3.2(a) through (e), inclusive (but excluding the first sentence of Section 3.2(c), the second sentence of 3.2(f), 3.3, 3.25 and 3.27 (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein) shall fail to be true and correct in all material respects as of the date of the Merger Agreement or as of the Expiration Date with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time) (it being understood that the representations and warranties of the Company contained Sections 3.2(a), Section 3.2(b), and Section 3.2(d) shall be deemed to fail to be true and correct in all material respects only if the Fully Diluted Net Shares as of the Closing Date (determined excluding (1) any shares of Company Common Stock subject to Company Equity Awards that are granted after the date of this Agreement in compliance with the terms of this Agreement, and (2) any shares of Company Common Stock subject to Company Equity Awards that vested in the ordinary course of business during the period commencing after the Capitalization Date and ending on the Closing Date, other than such shares that vest as a result of a Table of Contents vesting acceleration provision triggered in connection with the consummation of the transactions contemplated by this Agreement or a termination of services as an employee or service provider) exceeds the Fully Diluted Net Shares as of the Capitalization Date by more than 611,000 shares of Company Common Stock, or (C) any other representation or warranty of the Company contained in the Merger Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein) shall fail to be true and correct in any respect as of the date of the Merger Agreement or as of the Expiration Date with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), except as has not had, individually or in the aggregate with all other failures to be true or correct, a Company Material Adverse Effect; (iv) the Company shall have materially breached or failed to perform or to comply with, in all material respects, its agreements and covenants to be performed or complied with by it under the Merger Agreement and such breach(es) or failure(s) shall not have been cured prior to the Expiration Date; (v) there shall have occurred since the date of the Merger Agreement and shall be continuing a Company Material Adverse Effect; (vi) the Company shall have failed to deliver a certificate of the Company, executed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of the Expiration Date, to the effect that the conditions set forth in paragraphs (iii), (iv) and (v) of this Annex I have been satisfied; (vii) the Marketing Period shall not have been completed; (viii) the Company shall have failed to deliver to Parent no later than two (2) Business Days prior to the Expiration Date, (i) an accurate and complete copy of a payoff letter, dated no more than ten (10) Business Days prior to the Expiration Date, with respect to all Company Debt, and all amounts payable to the lender thereof necessary to (x) satisfy such Company Debt and all other amounts payable to the lender thereof in full as of the Closing and (y) terminate and release any Liens related thereto or (ii) all applicable documents necessary to evidence the release and termination of all Liens and guarantees in respect of the Company Debt; and (ix) the Merger Agreement shall have been terminated in accordance with its terms. The foregoing conditions set forth in clause (c) of the initial paragraph of this Annex I are, for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to any such conditions (except if any breach of the Merger Agreement or other action or inaction by Parent or the Purchaser has been a proximate cause of or proximately resulted in the failure or the non-satisfaction of any such condition) and, except as set forth in the following proviso, may be waived by the Purchaser in whole or in part at any time and from time to time in its sole discretion, in each case subject to the terms of the Merger Agreement and the applicable rules and regulations of the SEC; provided, however, that clauses (a) and (b) and (c)(ii) shall not be waivable and may not be waived by the Purchaser. Any reference in this Annex I or the Merger Agreement to a condition contained in this Annex I being satisfied shall be deemed to be satisfied if such condition is so waived. The foregoing conditions shall be in addition to, and not a limitation of, the rights of the Purchaser to extend, terminate, amend and/or modify the Offer pursuant to the terms and conditions of the Merger Agreement. The failure by the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Proceedings (whether in contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or through a claim by relate in any manner to: (a) this Agreement, any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated herein (the “Ancillary Documents”), or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement or any of the Ancillary Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the Ancillary Documents); (c) any breach or violation of this Agreement or any of the Ancillary Documents; and (d) any failure of any of the transactions contemplated hereunder or thereunder (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of the Ancillary Documents, Persons expressly identified as parties to such Ancillary Documents and in accordance with, and subject to the terms and conditions of, this Agreement or such Ancillary Documents, as applicable. Notwithstanding anything in this Agreement or any of the Ancillary Documents to the contrary, each party agrees, on behalf of Holder itself and its Related Parties, that (x) no recourse under this Agreement or any of the Ancillary Documents or in connection with any of the transactions contemplated hereunder or thereunder (including the Financing) will be sought or had against any other Person, including any Related Party, the Holder AffiliatesLand Bank, by and any Debt Financing Source and (y) neither the enforcement Debt Financing Sources nor any other Person, including any Related Party and the Land Bank will have any liability or obligation, for any claims, causes of action or liabilities arising under, out of, in connection with or related in any assessment 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 legal of the aforementioned, as such, arising under, out of, in connection with or equitable proceeding, or by virtue of related in any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (Asubject, with respect to the following clauses (ii) nothing herein shall limit and (iii), in all respects to the rights 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 each its obligation to fund its committed portion of the other parties to the JBA (other than Holder) against Holder under the JBA Equity Financing solely in accordance with, and pursuant to the terms and conditions of Section 6 of the JBAEquity Commitment Letter or (iii) against the Company, Parent or Merger Sub solely in accordance with, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereofof, this Agreement. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under Notwithstanding anything to the contrary in this Agreement or any of the Ancillary Documents, no Parent Related Party or any Debt Financing Source 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 hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

Non-Recourse. Notwithstanding anything Subject in all cases to the contrary that provisions of Section 11: (a) This Agreement and the Ancillary Agreements may only be expressed enforced against, and any claim or implied in suit based upon, arising out of, or related to this Agreement or any document the Ancillary Agreements, or instrument delivered contemporaneously herewiththe negotiation, and notwithstanding the fact that Holder execution or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits performance of this AgreementAgreement or the Ancillary Agreements, covenantsmay only be brought against the named parties to this Agreement or such Ancillary Agreements and then only with respect to the specific obligations set forth herein and therein with respect to the named parties to this Agreement or such Ancillary Agreements (in all cases, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have as limited by the provisions of Section 11). No Person who is not a named party to this Agreement or the Ancillary Agreements, including any obligation hereunder and that it has no rights of recovery againstpast, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current present or future director, officer, agentemployee, incorporator, member, partner, stockholder, Affiliate, manager agent, attorney or employee representative of Holder (the Company, the Sellers or any of its successors their respective Affiliates, will have or assignees)be subject to any liability or indemnification obligation (whether in contract, against any former, current tort or future general or limited partner, manager, equityholder or member of Holder (otherwise) to the Buyer or any of its successors or assigneesother Person resulting from (nor will the Buyer have any claim with respect to) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of (i) the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of distribution to the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingBuyer, or by virtue of the Buyer’s use of, or reliance on, any statuteinformation, regulation documents, projections, forecasts or other applicable lawmaterial made available to the Buyer in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith)connection with, (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewithby this Agreement, or for (ii) any claim based on, in respect of, or by reason of, the sale and purchase of the Company, including any alleged non-disclosure or misrepresentations made by any such Persons, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract, tort or otherwise, or whether at law or in equity, or otherwise; and each party hereto waives and releases all such liabilities and obligations or their creationagainst any such Persons.

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

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Proceedings (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or through a claim by relate in any manner to: (a) this Agreement, any of the other Transaction Documents or the Merger (including the Financing) or any other transactions contemplated hereunder or thereunder; (b) the negotiation, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement or any of the other Transaction Documents; and (d) any failure of the Merger or any other transactions contemplated under this Agreement or the other Transaction Documents (including the Financing) to be consummated, in each case, may be made only against the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents, and their respective successors and assigns, and in accordance with, and subject to the terms and conditions of, this Agreement or such Transaction Documents, as applicable. Notwithstanding anything in this Agreement or any of the other Transaction Documents to the contrary, each party agrees, on behalf of Holder itself and its respective Related Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with the Merger or any other transactions contemplated hereunder or under any other Transaction Document (including the Financing) will be sought or had against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceedingother Person, or by virtue of its Related Parties, and no other Person, including any statuteRelated Party, regulation will have any liabilities or other applicable lawobligations, for any claims arising under, out of, in connection with or otherwise; provided related to the items in the immediately preceding clauses (a) through (d), except for claims that (and notwithstanding anything i) the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the contrary provided herein or in any document or instrument delivered contemporaneously herewithfollowing clauses (B) and (C), in all respects to the limitations set forth in Section 7.2, Section 7.3(d), Section 7.3(e), Section 8.5(b) and this Section 8.17) (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA any Person that is party to, and solely pursuant to the terms and conditions of the JBA, and Confidentiality Agreement; (B) nothing herein shall limit the rights of against each of the other parties to the JBA (other than Holder) Equity Investor under, if, as and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) when required pursuant to the terms and conditions thereof. The parties hereto expressly agree of the Guarantee; (C) against the Equity Investors for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and acknowledge that no liability whatsoever shall attach topursuant to the terms and conditions of Section 6 of the Equity Commitment Letter; or (D) against the Company, be imposed onParent and Merger Sub in accordance with, and pursuant to the terms and conditions of this Agreement, or otherwise be incurred by any Holder Affiliate(ii) the third parties identified as third party beneficiaries in Section 8.13 may assert solely in accordance with, as suchand pursuant to the terms and conditions of, for any obligations of Holder under this Agreement. Notwithstanding anything to the contrary in this Agreement or any of the transactions contemplated herebyother Transaction Documents, no Parent 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 (excluding under any documents the Confidentiality Agreement in accordance with their terms) or instruments delivered in connection herewiththe Merger (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creationof the foregoing.

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

Non-Recourse. Notwithstanding anything to the contrary that (a) This Agreement may only be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery enforced against, and no recourse hereunder any claim or under this Agreementcause of action based upon, the Merger Agreementarising out of, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated herebyhereby may only be brought against the Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Notwithstanding anything herein to the contrary, no Parent Related Party shall have any Liability (whether at law, in equity, in contract, in tort or otherwise) to the Company, any holder of Shares or any other Person for any obligations or Liabilities to any party hereto under any documents or instruments delivered in connection herewith, this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby. (b) Notwithstanding anything to the contrary that may be expressed or implied in this Agreement and without limiting the generality of Section 9.15(a), no Parent Related Party shall have any Liability to the Company or any of its Affiliates or Representatives, or any holder of Shares, or any Person claiming by, under or through the Company, or any other Person relating to or arising out of this Agreement, the Commitment Documents or any of the transactions contemplated by any such obligations agreement, or their creation.in respect of any other document or theory (whether at law, in equity, in contract, in tort or otherwise) or in respect of any oral representations made or alleged to be made in connection herewith or therewith (whether at law, in equity, in contract, in tort or otherwise); provided that this clause shall not impair, limit or affect any claims or causes of action related to agreements entered into with the Financing Sources by the parties thereto. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

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

Non-Recourse. Notwithstanding anything to Each Party agrees, on behalf of itself and its Affiliates (and in the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithcase of the Company, the Company Related Parties, and notwithstanding in the fact that Holder or any case of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this AgreementParent, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assigneesParent Related Parties), against any formerthat all Actions, current claims, obligations, liabilities or future general causes of action (whether in Contract or limited partnerin tort, managerin Law or in equity or otherwise, equityholder or member of Holder (granted by statute or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate to: (A) this Agreement, any other Transaction Document or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Financing), (B) the negotiation, execution or performance this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (C) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein and (D) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as Parties to this Agreement and, in accordance with, and subject to the terms and conditions of this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other agreement referenced herein or therein or otherwise to the contrary, but subject to the other provisions of this Section 10.13, each Party hereto covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates (and in the case of the Company, the Company Related Parties), that no recourse under this Agreement, any other Transaction Document or any other agreement referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, including any Company Related Party, any Parent Related Party, any Debt Financing Sources Related Party, and no other Person, including any Company Related Party, any Parent Related Party, any Debt Financing Sources Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by attempted piercing of the corporate, limited partnership or on behalf of Holder against the Holder Affiliateslimited liability company veil or any other theory or doctrine, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, including alter ego or otherwise; provided that (and notwithstanding anything ) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the contrary provided herein or items in any document or instrument delivered contemporaneously herewith), the immediately preceding clauses (A) nothing herein through (D), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall limit the rights of each attach to, be imposed on or otherwise be incurred by any of the other parties aforementioned, as such, arising under, Active.22007448.8.doc out of, in connection with or related to the JBA items in the immediately preceding clauses (other than HolderA) through (D), in each case, except for claims that (1) the Company, Parent or Merger Sub, as applicable, may assert (subject with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in Section 8.3, Section 10.1 and this Section 10.13): (i) against Holder under any Person that is party to, and solely pursuant to the JBA 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 JBAParent 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 (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereofof, 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 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. The parties hereto expressly agree and acknowledge that Notwithstanding anything to the contrary herein or otherwise, no liability whatsoever Company Related Party, Parent Related Party or Debt Financing Sources Related Party shall attach to, be imposed on, responsible or otherwise be incurred by any Holder Affiliate, as such, liable for any obligations multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of Holder under this Agreement Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereby, under any documents hereunder or instruments delivered in connection herewiththereunder (including the Financing), or for the termination or abandonment of any claim based on, in respect of, or by reason of, such obligations or their creation.of the foregoing. Active.22007448.8.doc

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

Non-Recourse. Notwithstanding anything herein to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithcontrary, and notwithstanding the fact that Holder or any each party agrees, on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Proceedings (whether in Contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to: (a) this Agreement, any other Transaction Document, the Arrangement or the transactions contemplated hereunder or thereby; (b) the negotiation, execution or performance of any Transaction Document (including any representation or warranty made in connection with, or as an inducement to any Transaction Document); (c) any breach or violation of this Agreement or any other Transaction Document; and (d) any failure of the Arrangement (including the Financing) or any other transactions contemplated hereunder or thereunder to be consummated, in each case, may be made only against (and are those solely of), in this case of this Agreement, the Persons that are expressly identified as parties to this Agreement, and in the case of the other Transaction Documents, the applicable parties thereto, and in accordance with, and subject to the terms and conditions of such Transaction Documents. Notwithstanding anything in this Agreement or any of the other Transaction Documents to the contrary, each party agrees, on behalf of itself and its Related Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with the Arrangement (including the Financing) or any other transactions contemplated hereunder or under any other Transaction Document will be sought or had against any other Person, including any Related Party, and no other Person, including any Related Party, will have any personal liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through a claim by attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or losses whatsoever will attach to, be imposed on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or otherwise be incurred by any legal of the aforementioned, as such, arising under, out of, in connection with or equitable proceeding, or by virtue of related in any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything manner to the contrary provided herein or items in any document or instrument delivered contemporaneously herewiththe immediately preceding clauses (a) through (d), in each case, except for claims that the Company, Parent or Purchaser, as applicable, may assert (A) nothing herein shall limit the rights of each of the other parties subject, with respect to the JBA following clauses (other than Holderii) and (iii), in all respects to the limitations set forth in Section 8.3, Section 8.2(g), Section 8.2(h), Section 9.10 and this Section 9.13): (i) against Holder under any Person that is party to, and solely pursuant to the JBA 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 JBAGuarantee; (iii) against the Guarantors and the other Equity Financing Sources for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach toof, be imposed onthe applicable Equity Commitment Letter; or (iv) against the Company, Parent or otherwise be incurred by any Holder AffiliatePurchaser, as suchapplicable, for any obligations of Holder under this Agreement or solely in accordance with, and pursuant to the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect terms and conditions of, or by reason of, such obligations or their creationthis Agreement.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied contained in this Agreement or any document or instrument delivered contemporaneously herewithotherwise, this Agreement may only be enforced against, and notwithstanding the fact any claims or causes of action that Holder or any of its successors or permitted assignees may be a partnershipbased upon, limited liability company arise out of or similar domestic or foreign entity, Parent by its acceptance of the benefits of relate to this Agreement, covenantsor the negotiation, agrees execution or performance, of this Agreement may only be made against the entities that are expressly identified as Parties, and acknowledges that no person Parent Related Parties (other than Holder the Guarantors solely to the extent and its successors and permitted assignees subject to the terms set forth in the Limited Guarantees or Equity Commitment Letters) or the Financing Sources shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations or liabilities of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. The Company (on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of the Company or its Affiliates) covenants and agrees that (a) it shall not, and shall cause its Representatives and Affiliates not to, bring, make or institute any Proceeding (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise, at law or in equity) arising under or in connection with this Agreement or other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby or thereby against any of the Parent Related Parties or the Financing Sources and (b) none of the Parent Related Parties or the Financing Sources shall have any liability or obligations (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise) to the Company, the Company’s Subsidiaries, any of their respective Representatives or Affiliates (or any Person claiming by, through or on behalf of the Company or its Affiliates) or any of their respective successors, heirs or representatives thereof arising out of or relating to this Agreement or other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby or thereby, other than, in each case of the preceding clauses (a) and (b), ▇▇▇▇▇▇ and Merger Sub (to the extent provided herein), each Person who has entered into a Support and Rollover Agreement (to the extent and subject to the terms provided therein) or the “Limited Guarantors” pursuant to the Limited Guarantees (to the extent and subject to the terms provided therein). Without limiting the generality of the foregoing, to the maximum extent permitted or otherwise conceivable under applicable Law (and subject only to the specific contractual provisions of this Agreement or agreement executed or delivered in connection herewith), the Company (on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of the Company or its Affiliates) hereby waives, releases and disclaims any and all rights in respect of any such obligations Proceedings. Each of Parent and Merger Sub (on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of Parent, Merger Sub or their creationAffiliates) covenants and agrees that (i) it shall not, and shall cause its Representatives and Affiliates not to, bring, make or institute any Proceeding (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise, at law or in equity) arising under or in connection with this Agreement or other Ancillary Agreement or any of the Transactions against any of the Company Related Parties and (ii) none of the Company Related Parties shall have any liability or obligations (whether based in Contract, tort, fraud, strict liability, other Laws or otherwise) to Parent, Merger Sub, any of their respective Representatives or Affiliates (or any Person claiming by, through or on behalf of Parent, Merger Sub or their Affiliates) or any of their respective successors, heirs or representatives thereof arising out of or relating to this Agreement or other Ancillary Agreement or any of the Transactions, other than, in each case of the preceding clauses (i) and (ii), the Company to the extent provided herein. Without limiting the generality of the foregoing, to the maximum extent permitted or otherwise conceivable under applicable Law (and subject only to the specific contractual provisions of this Agreement or any Ancillary Agreement), each of Parent and Merger Sub (on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of the Company or its Affiliates) hereby waives, releases and disclaims any and all rights in respect of any such Proceedings. This Section 11.14 is subject to, and shall not alter the scope or application of, Section 11.10. Each of the Parent Related Parties and the Company Related Parties are expressly intended as third party beneficiaries of this provision of this Agreement.

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

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

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewithEach party agrees, and notwithstanding the fact that Holder or any on behalf of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder itself and its successors and permitted assignees shall have any obligation hereunder and Related Parties, that it has no rights of recovery againstall Proceedings (whether in contract or in tort, and no recourse hereunder in Law or under this Agreementin equity or otherwise, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents granted by statute or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or through a claim by relate in any manner to: (a) this Agreement, any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated herein (the “Ancillary Documents”), or any of the transactions contemplated hereunder or thereunder (including the Financing); (b) the negotiation, execution or performance of this Agreement or any of the Ancillary Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the Ancillary Documents); (c) any breach or violation of this Agreement or any of the Ancillary Documents; and (d) any failure of any of the transactions contemplated hereunder or thereunder (including the Financing) to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of the Ancillary Documents, Persons expressly identified as parties to such Ancillary Documents and in accordance with, and subject to the terms and conditions of, this Agreement or such Ancillary Documents, as applicable. Notwithstanding anything in this Agreement or any of the Ancillary Documents to the contrary, each party agrees, on behalf of Holder itself and its Related Parties, that no recourse under this Agreement or any of the Ancillary Documents or in connection with any of the transactions contemplated hereunder or thereunder (including the Financing) will be sought or had against any other Person, including any Related Party and any Debt Financing Sources and the Sale/Leaseback Purchaser, and no other Person, including any Related Party and any Debt Financing Sources and the Sale/Leaseback Purchaser will have any liability or obligation, for any claims, causes of action or liabilities arising under, out of, in connection with or related in any manner to the 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 8.17) (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) against the Holder AffiliatesInvestor for specific performance of its obligation to fund the Equity Financing or the Limited Guarantee solely in accordance with, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of Section 6 of the JBAEquity Commitment Letter or the terms and conditions of the Limited Guarantee, as applicable, and Section 8.16(b) or (Biii) nothing herein shall limit against the rights of each of the other parties to the JBA (other than Holder) Company, Parent or Merger Sub solely in accordance with, and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationthis Agreement.

Non-Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger AgreementCompany, on behalf of itself and the JBACompany Related Parties, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered agrees that this Agreement and the other agreements entered into in connection herewith or therewith shall may only be had enforced against, and any formerclaim, current action, suit or future directorother Legal Proceeding (whether in contract or in tort, officerin law or in equity or otherwise, agent, Affiliate, manager or employee of Holder (granted by statute or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”)otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any breach (whether willful (including a claim by Willful Breach), intentional, unintentional or on behalf otherwise), loss, Liability, damage or otherwise in connection with, relating to or arising out of Holder any of the Transactions, may only be brought against the Holder Affiliatesentities that are expressly named as parties hereto or thereto and then only with respect to the specific obligations set forth herein or therein with respect to such party, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding as applicable. Notwithstanding anything to the contrary provided herein in this Agreement or any other agreement, no Parent Related Party other than Parent or Purchaser (a “Non-Recourse Party”) shall have any liability or obligation for any Liabilities of any Person, including any party to this Agreement or any other agreement, under this Agreement or any other agreement or for any claim or Legal Proceeding (whether in contract or in any document tort, in law or instrument delivered contemporaneously herewith)in equity or otherwise, (A) nothing herein shall limit the rights of each or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other parties theory or doctrine, including alter ego or otherwise) in connection with, relating to or arising out of any of this Agreement or the JBA (Transactions, other than Holder) against Holder under the JBA pursuant obligations of the Ultimate Parent solely in accordance with, and subject to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationSection ‎5.16 and ‎Article 8.

Non-Recourse. Notwithstanding anything Except as set forth in the Confidentiality Agreement and notwithstanding any other provision of this Agreement, no claim whatsoever (whether at Law or in equity, whether sounding in Contract, tort, statute or otherwise) may be asserted by Parent, any of its Affiliates (including, following the Closing, the Surviving Corporation and its Subsidiaries) or any Person claiming by, through or for the benefit of any of them, and Parent, on behalf of itself and its Affiliates (including, following the Closing, the Surviving Corporation and the Subsidiaries) and any Person claiming by, through or for the benefit of any of them covenants never to assert or voluntarily assist any Person in asserting any such claim, against any Person who is not party to this Agreement (and with respect to the contrary that may be expressed Shareholders’ Representative, only to the extent of its duties hereunder), including any direct or implied in this Agreement indirect past, current or any document future equityholders, partners, partnerships, limited liability companies, joint ventures, members, controlling Persons, directors, officers, Employees, incorporators, managers, agents, representatives or instrument delivered contemporaneously herewith, and notwithstanding Affiliates of the fact that Holder Company or any of its Subsidiaries or any of their respective estates, heirs, executors, administrators, successors or permitted assignees may be assigns (each a partnership, limited liability company “Non-Party”) with respect to any matters directly or similar domestic indirectly arising under or foreign entity, Parent by its acceptance of relating to the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (Company or any of its successors Subsidiaries (including with respect to the operation of their respective businesses prior to the Closing or assignees)any other transaction, against any former, current circumstance or future general or limited partner, manager, equityholder or member state of Holder (facts involving the Company or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of Subsidiaries prior to the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”Closing), whether by this Agreement or through attempted piercing of its negotiation, performance or subject matter or the corporate veiltransactions contemplated hereby or with respect to any actual or alleged inaccuracies, by misstatements or through a claim omissions with respect to information or documents provided or otherwise furnished to any Person by or on behalf of Holder against the Holder Affiliates, by Company or any of its Subsidiaries or any Non-Party concerning the enforcement Company or any of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that its Subsidiaries (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or including with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant the operation of their respective businesses prior to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach toClosing or any other transaction, be imposed oncircumstance or state of facts involving the Company or any of its Subsidiaries prior to the Closing), or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or its negotiation, performance or subject matter or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creationthis Agreement.

Non-Recourse. Notwithstanding anything to the contrary This Agreement may only be enforced against, and any Legal Proceeding that may be expressed based upon, in respect of, arise under, out of or implied by reason of, be connected with, or relate in any manner to this Agreement Agreement, or any document the negotiation, execution, performance or instrument delivered contemporaneously herewithbreach (whether willful, and notwithstanding the fact that Holder intentional, unintentional or any of its successors or permitted assignees may be a partnershipotherwise), limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenantsincluding, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall without limitation, any representation or warranty made or alleged to have any obligation hereunder and that it has no rights of recovery againstbeen made in, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, H▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith with, or therewith shall as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be had againstmade or asserted against (and are expressly limited to) the Persons that are expressly identified as the parties hereto in the preamble to and signature pages of this Agreement and solely in their capacities as such. No Person who is not a party hereto (including without limitation, (i) any former, current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, partner, manager, trustee, director, officer, employee, agent, Affiliate, manager attorney or employee representative of, and any financial advisor or lender to (all above-described Persons in this subclause (i), collectively, “Affiliated Persons”) a party hereto or any Affiliate of Holder such party, and (ii) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto (the Persons in subclauses (i) and (ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto, “Non-Parties”)) shall have any liability whatsoever in respect of, based upon or arising out of any Recourse Theory. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event shall any party hereto, any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (Affiliates or any of its successors or assignees) or any Affiliate or related party thereof or against any formerPerson claiming by, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than H▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder any of them institute any Legal Proceeding under any Recourse Theory against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding Non-Party. Notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith)this Section 9.11, (A) nothing herein in this Section 9.11 shall be deemed to limit the rights of each of the any named party to (or third party beneficiary of) any Transaction Document against any other parties named party to the JBA (other than Holder) against Holder under the JBA pursuant to such Transaction Document in accordance with the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under H▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation.

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