Common use of Non-Recourse Clause in Contracts

Non-Recourse. All claims, obligations, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All Any and all claims, demands, liabilities, obligations, liabilities and causes of action debts, damages, losses, expenses, costs or Proceedings (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating relate in any manner to this Agreement may or the subject matter hereof (including the Transactions), any agreement, certificate, instrument or other document delivered pursuant to this Agreement or the subject matter thereof, or any negotiation, execution, or performance of any of the foregoing, shall be made brought, raised or claimed only against (and are those solely of) the Persons that are expressly identified as parties “Parties” in the preamble and signatories to this Agreement (the “Contracting Parties”). No Nonparty Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liabilityresponsibility, obligation or liability for any claims, demands, liabilities, obligations, claims debts, damages, losses, expenses, costs or causes of action based uponProceedings (whether in contract or in tort, in respect oflaw or in equity, or granted by statute) arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement (including the Transactions) or through attempted piercing of the corporate veilits negotiation, by execution, performance, or through a claim by or on behalf of any party hereto or otherwise, breach and, to the maximum extent permitted by LawLaws, each Contracting Party hereby irrevocably, unconditionally, completely and forever releases, discharges, ceases and waives and releases all such claims, demands, liabilities, claimsobligations, causes of action and obligations debts, damages, losses, expenses, costs or Proceedings (whether in contract or in tort, in law or in equity, or granted by statute) against any such Nonparty AffiliatesPersons. Without limiting the foregoing, to the maximum extent permitted by LawLaws, (a) each Contracting Party hereby irrevocably, unconditionally, completely and forever releases, discharges, ceases and waives and releases any and all rights, claims, demands demands, liabilities, obligations, debts, damages, losses, expenses, costs or causes of action Proceedings (whether in contract or in tort, in law or in equity, or granted by statute) that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty AffiliatePerson, 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 otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Person with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to The “Nonparty Persons” means the contrary hereinPersons who are not Contracting Parties, no party hereto hereby waives and the term “Nonparty Persons” shall include, but not be limited to, all past, present or future stockholders, members, partners, other securityholders, controlling Persons, directors, managers, officers, employees, incorporator, Affiliates, agents, attorneys, advisors, other Representatives, lenders, capital providers, successors or permitted assigns of all Contracting Parties, all Affiliates of any right to enforce its rights granted hereunder Contracting Party or granted under the Closing Agreementsof all past, the Governance Agreementspresent or future stockholders, the Letter Agreementmembers, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended partners, other securityholders, controlling Persons, directors, managers, officers, employees, incorporator, Affiliates, agents, attorneys, advisors, other Representatives, lenders, capital providers, successors or superseded by the Letter Agreement), the Merger Agreement or any permitted assigns of all of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoforegoing.

Non-Recourse. All Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, liabilities and Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising 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 relating in any manner to as an inducement to, this Agreement Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liabilityLiability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, Liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of its negotiation, execution, performance, or breach (other than as set forth in the corporate veil, by or through a claim by or on behalf of any party hereto or otherwiseother Transaction Documents), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action action, and obligations against any such Nonparty AffiliatesAffiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by LawLaw (other than as set forth in the other Transaction Documents), (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any other Contracting Party’s Nonparty AffiliateAffiliate in respect of this Agreement, 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 otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claimsLegal Proceedings (whether in Contract or in tort, obligations, liabilities and causes of action in law or in equity) that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating in any manner relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”)hereto or thereto. No Person who is not a Contracting Partynamed party to this Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, or Representative of any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing named party to this Agreement that is not itself a named party to this Agreement (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityliability (whether in Contract or in tort, obligationsin law or in equity, claims or causes based upon any theory that seeks to impose liability of action an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based uponon, in respect of, arising under, or by reason of, in connection with, of this Agreement or relating in any manner to this Agreement, whether by its negotiation or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any execution; and each party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby thereto waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting The parties acknowledge and agree that the foregoing, to Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the maximum extent permitted by Law, (a) each Contracting parties or any Non-Party hereby waives and releases Affiliates from exercising any and all rights, claims, demands or causes of action that may otherwise be available at Law or and nothing in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement shall limit the liability or obligations of any representation or warranty made by a Nonparty Affiliate inNon-Party Affiliates, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted each case under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements agreement to which they are specifically a party or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other an express third party theretobeneficiary thereof. This Section 9(n) is subject to, and any exhibitsdoes not alter the scope or application of, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoSection 9(j).

Non-Recourse. All claims(a) This Agreement may only be enforced against, obligations, liabilities and causes any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement may only be made only brought against (and are those solely of) the Persons entities that are expressly identified named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. (b) The Sellers each agree that, except to the extent a named party in the preamble and signatories to this Agreement Agreement, (the “Contracting Parties”). No Person who is not a Contracting Partya) neither it nor any of its Affiliates will bring or support any action, including cause of action, claim, cross-claim or third-party claim of any currentkind or description, former 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, manager, stockholder, equityholder, Affiliate, agent, attorneyattorney or representative of the Buyer or any of its Affiliates (each, representativea “Buyer Related Party”), financing sourcein any way relating to this Agreement or the transactions contemplated hereby, heir including any dispute arising out of or assignee 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 this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any financial advisor oral representations made or lender toalleged 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 successor tosupport any action, cause of action, claim, cross-claim or third-party claim of any Contracting Partykind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, representative of the Sellers or any financial advisor or lender toof their Affiliates (each, or successor to, any of the foregoing (collectively, a “Nonparty AffiliatesSeller 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 liabilityliability (whether in contract or in tort, obligationsin law or in equity, claims or causes based upon any theory that seeks to impose liability of action 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 liabilities of any party hereto under this Agreement or for any claim based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to have been made in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoherewith.

Non-Recourse. All Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, liabilities and Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising 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 relating in any manner to as an inducement to, this Agreement Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or and any financial advisor adviser, Financing Source or lender to, or successor to, to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liabilityLiability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, Liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of its negotiation, execution, performance, or breach (other than as set forth in the corporate veil, by or through a claim by or on behalf of any party hereto or otherwiseother Transaction Documents), and, to the maximum extent permitted by LawLaw (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action action, and obligations against any such Nonparty AffiliatesAffiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any other Contracting Party’s Nonparty AffiliateAffiliate in respect of this Agreement, 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 otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything Subject to the contrary herein, no party hereto hereby waives any right rights of the parties to enforce its rights granted hereunder or granted the Commitment Letter under the Closing Agreementsterms thereof, none of the Governance AgreementsContracting Parties, the Letter nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Existing Employment Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement (as defined or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter Agreement and as specifically amended or superseded by under the Letter Agreement)terms thereof, none of the Merger Agreement Financing Sources, nor or any of the other agreements respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or documents to be entered into among future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of the Investorsany party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the Parent Entitiestransactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the Company Entities transactions contemplated thereby or their respective Affiliates the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with the Transactions any such claim against any other party thereto, and any exhibits, schedules, Financing Source or other attachment thereto and any documentation implementing any of the terms thereoftheir respective Affiliates, against directors, officers, employees, agents and representatives or any other party theretoof their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Non-Recourse. All Except as expressly set forth in this Agreement or any documents contemplated hereby, all claims, obligations, liabilities and causes of action Liabilities or Actions (whether in contract or in tort, in Law or in equity, or granted by statute) that may be based upon, in respect of, arising 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 relating in any manner to as an inducement to, this Agreement Agreement) and the transactions contemplated hereby, may be made made, only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall will have any liabilityLiability (whether in contract or in tort, in Law or in equity, or granted by statute) for any claims, Actions, obligations, claims or causes of action based upon, in respect of, Liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or the transactions contemplated hereby or based on, whether in respect of, or by reason of this Agreement or through attempted piercing its negotiation, execution, performance or breach of this Agreement and the corporate veil, by or through a claim by or on behalf of any party hereto or otherwisetransactions contemplated hereby, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action Actions and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rightsexcept to the extent otherwise set forth in the Confidentiality Agreement, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. This Agreement may only be enforced against the named parties. All claimslegal proceedings, Legal Actions, obligations, liabilities and losses, damages, claims 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 or otherwise) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to (i) this Agreement or any of the other agreements or documents contemplated hereby, (ii) the negotiation, execution or performance of this Agreement or any of the documents contemplated hereby (including any representation or warranty made in connection with, or relating in any manner to as an inducement to, this Agreement or any of the other agreements or documents contemplated hereby), (iii) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (iv) any failure of the transactions contemplated by this Agreement or the other agreements or documents contemplated hereby to be consummated, in the case of clauses (i) and (iv), may be made only against (and are those solely of) the Persons that are expressly identified named as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, and then only to the extent of the specific obligations of such Persons set forth in this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each Party hereto covenants, agrees and acknowledges that (except to the extent named as a party to this Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any related document shall be had against any Company Related Party or Parent Related Party, whether in contract, tort, 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 any party hereto limited liability company veil or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claimsNotwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, each Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, liabilities commitments (whether known or unknown or whether contingent or otherwise) hereunder, and causes that each Party has no right of action based upon, in respect of, arising under, by reason of, in connection withrecovery under this Agreement, or relating in any manner to this Agreement may be made only against (claim based on such liabilities, obligations, commitments against, and are those solely of) no personal liability shall attach to, the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyformer, including any current, former current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Affiliate or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Nonparty AffiliatesNon-Recourse Party”), shall have any liability, obligations, claims through the other Party or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreementotherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any party hereto Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted no claim will be brought or maintained by Laweach Shareholder, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement Parent or any representation of its Affiliates or warranty made by any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Nonparty Affiliate in, in connection with, or as an inducement Party to this Agreement. Notwithstanding anything to the contrary herein, and no party hereto hereby waives any right to enforce its rights granted hereunder recourse will be brought or granted under the Closing Agreementsagainst any of them, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined by virtue of or based upon any alleged misrepresentation or inaccuracy in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other agreements document contemplated hereby or documents to be entered into among any certificate, instrument, opinion, agreement or other document of the Investors, the Parent Entities, the Company Entities other Party or their respective Affiliates in connection with the Transactions against any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any beneficiaries of the terms thereof, against any other party theretothis Section 9.13.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in Law or in equity) that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating in any manner relate to this Agreement or the other transactions contemplated hereby, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby (including any representation or warranty made in or in connection with this Agreement or any certificate, instrument or other document delivered in connection herewith or as an inducement to enter into this Agreement or any such other certificate, instrument or other document delivered in connection herewith, may be made only following the effectiveness of this Agreement and then against (and are those solely of) the Persons entities that are expressly identified as parties in the preamble Parties hereto and signatories to this Agreement (the “Contracting Parties”)thereto. No Person who is not a Contracting Partynamed party to this Agreement or any such other certificate, instrument or other document delivered in connection herewith, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, representative of any named party to this Agreement or any financial advisor such other certificate, instrument or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of other document delivered in connection herewith nor the foregoing Seller Representative (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityliability (whether in contract or in tort, obligationsin Law or in equity, claims or causes based upon any theory that seeks to impose liability of action an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or any such other certificate, instrument or other document delivered in connection herewith (as the case may be) or for any claim based uponon, in respect of, arising under, or by reason ofof this Agreement or any such other certificate, instrument or other document delivered in connection with, herewith (as the case may be) or relating in any manner to this Agreement, whether by the negotiation or through attempted piercing of the corporate veil, by execution hereof or through a claim by or on behalf of any party thereof; and each Party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Non-Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance are expressly intended as third party beneficiaries of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to provision of this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claimsNotwithstanding anything to the contrary contained herein or otherwise, obligationsthis Agreement may only be enforced against, liabilities and any claims or causes of action that may be based upon, in respect of, arising under, by reason of, in connection witharise out of or relate to this Agreement, or relating in any manner to the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made only against (and are those solely of) against, the Persons that are expressly identified as parties to this Agreement (in the preamble and signatories signature pages hereto) in their capacities as parties to this Agreement (or the “Contracting Parties”). No Person who is not a Contracting PartyPersons that are expressly identified as parties to any other Transaction Agreement, including any currentthe Equity Commitment Letter or the Limited Guaranty in their capacities as parties to such agreements, former and no former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of the Persons that are expressly identified herein as parties to such agreements or any former, current or future stockholder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Affiliate or assignee ofagent of any of the foregoing, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”)other non-party, shall have any liabilityliability for any obligations or liabilities of the parties or for any claim (whether in tort, obligations, claims contract or causes of action otherwise) based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby or thereby or in respect of any representations, warranties or statements made or alleged to be made in connection withherewith or therewith (except to the extent such Person is expressly identified as a party to such other agreement). Without limiting the rights of either party against the other party, in no event shall either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or relating in seek to recover monetary damages for breach of this Agreement from, any manner to this Agreementnon-party, whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf the enforcement of any party hereto assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Applicable Law, or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise The non-parties specified above shall be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance express third-party beneficiaries of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoSection 9.10.

Non-Recourse. All claimsNo past, obligations, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future director, officer, employee, incorporator, member, partnerpartner (general or limited), manager, stockholder, equityholder, Affiliateshareholder, agent, attorney, representative, financing source, heir source or assignee of, Affiliate of any Party or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, of any of the foregoing their respective Affiliates (collectively, “Nonparty Affiliates”), other than a Party) shall have any liabilityliability (whether at law, obligationsin equity, claims in contract, in tort or causes otherwise) for any obligations or liabilities of action such party arising under, in connection with or related to this Agreement or for any claim based uponon, in respect of, arising under, or by reason of, in connection withthe Transactions, except for claims that the Company, Parent or relating in any manner to this AgreementMerger Sub, whether by or through attempted piercing of the corporate veilas applicable, by or through a claim by or on behalf of any party hereto or otherwisemay assert (subject, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the following clauses (2) and (3), in all respects to the limitations set forth in Section 9.5(b), Section 9.5(d), Section 9.5(e), Section 9.5(f), Section 10.7 and this Section 10.13): (1) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement; (2) against the Investors under, if, as and when required pursuant to the terms and conditions of the Limited Guarantees; (3) against the equity providers for specific performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, their obligation to fund their committed portions of the Equity Commitments solely in connection accordance with, and pursuant to the terms and conditions of the Equity Commitment Letters; or as an inducement (4) against the Company, Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary contained herein, no party hereto hereby waives any right the Company agrees on behalf of itself and its Subsidiaries that, other than to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined extent expressly set forth in the Letter Agreement and as specifically amended Limited Guarantees, none of the Investors shall have any liability or superseded by obligation to the Letter Agreement), the Merger Company or any of its Subsidiaries relating to this Agreement or any of the other agreements or documents Transactions (including with respect to the Equity Commitments). This Section 10.13 is intended to benefit and may be entered into among any enforced by the Investors and shall be binding on all successors and permitted assigns of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoCompany.

Non-Recourse. All claimsSubject in all respects to the last sentence, obligationsthis Agreement may only be enforced against, liabilities and causes any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the Transactions may only be made only against (and are those solely of) brought against, the Persons entities that are expressly identified named as parties Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in the preamble and signatories to this Agreement Agreement), (the “Contracting Parties”). No Person who is not a Contracting Partya) no past, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender toRepresentative or Affiliate of any Party and (b) no past, or successor to, any Contracting Party, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, Representative or successor to, Affiliate of any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liabilityliability (whether in contract, obligationstort, claims equity or causes otherwise) for any one or more of action the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror, Pubco Merger Sub, Corp Merger Sub or LLC Merger Sub under this Agreement of or for any claim based uponon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this AgreementAgreement or the Transactions, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, andand each Party hereby irrevocably and unconditionally waives and releases, to the maximum fullest extent permitted by under applicable Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law actions and liabilities related thereto. Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or in equity, waive any rights or granted by statute, obligations of any party 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 Transaction Agreement for any claim based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate inon, in connection with, respect of or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its by reason of such rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoobligations.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating in any manner relate to this Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories hereto or thereto. In no event shall any named party to this Agreement (or the “Contracting Parties”)Related Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Contracting Partynamed party to this Agreement or the Related Documents, including without limitation any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, or representative of any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing named party to this Agreement (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityliability (whether in contract or in tort, obligationsin law or in equity, claims or causes based upon any theory that seeks to impose liability of action an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement, the Related Documents or for any claim based uponon, in respect of, arising under, or by reason of, in connection with, or relating in any manner to of this Agreement, whether by the Related Documents or through attempted piercing of the corporate veil, by their negotiation or through a claim by or on behalf of any execution; and each party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby thereto waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting The parties acknowledge and agree that the foregoing, to the maximum extent permitted by Law, (a) each Contracting Non-Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance are intended third-party beneficiaries of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoSection 9.12.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating related in any manner to this Agreement may be made only against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, managing member, general partner, manager, stockholdershareholder, equityholderprincipal, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee Representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract or in tort, obligationsin Law or in equity, claims or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action action, obligations or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or based uponon, in respect of, arising under, or by reason ofof this Agreement or its negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to The Parties acknowledge and agree that the contrary herein, no Non-Party Affiliates are intended third-party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 388.

Non-Recourse. All Except to the extent otherwise set forth in the Nondisclosure Agreement, all claims, obligations, liabilities and liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising 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 relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liabilityliability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Nondisclosure Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action action, and obligations against any such Nonparty AffiliatesAffiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Nondisclosure Agreement, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any other Contracting Party’s Nonparty AffiliateAffiliate in respect of this Agreement, 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 otherwise; (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claimsSubject in all cases to the provisions of Section 11, obligationsthis Agreement and the Ancillary Agreements may only be enforced against, liabilities and causes of action any claim or suit based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the Ancillary Agreements, or the negotiation, execution or performance of this Agreement or the Ancillary Agreements, may only be made only brought against (and are those solely of) the Persons that are expressly identified as named parties in the preamble and signatories to this Agreement or such Ancillary Agreements and then only with respect to the specific obligations set forth herein and therein with respect to the named parties to this Agreement or such Ancillary Agreements (in all cases, as limited by the “Contracting Parties”provisions of SECTION 11). No Person who is not a Contracting Partynamed party to this Agreement or the Ancillary Agreements, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorneyattorney or representative of the Company, representativethe Sellers, financing sourcethe Seller Owners or any of their respective Affiliates, heir will have or assignee be subject to any liability or indemnification obligation (whether in contract, tort or otherwise) to the Buyer or any other Person resulting from (nor will the Buyer have any claim with respect to) (i) the distribution to the Buyer, or the Buyer’s use of, or any financial advisor or lender to, or successor toreliance on, any Contracting Partyinformation, documents, projections, forecasts or any current, former other material made available to the Buyer in certain “data rooms,” confidential information memoranda or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee management presentations in expectation of, or any financial advisor or lender toin connection with, the transactions contemplated by this Agreement, or successor to, (ii) any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action claim based uponon, in respect of, arising under, or by reason of, the sale and purchase of the Company, including any alleged non-disclosure or misrepresentations made by any such Persons, in connection witheach case, regardless of the legal theory under which such liability or relating in any manner obligation may be sought to this Agreementbe imposed, whether by or through attempted piercing of the corporate veilsounding in contract, by or through a claim by or on behalf of any party hereto tort or otherwise, andor whether at law or in equity, to the maximum extent permitted by Law, or otherwise; and each Contracting Party hereby party hereto waives and releases all such liabilities, claims, causes of action liabilities and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this AgreementPersons. Notwithstanding anything to the contrary hereinin this Agreement, no party hereto hereby waives Debt Financing Source Party shall have any right liability or obligation to enforce its rights granted hereunder the Company Group, any of their Affiliates or granted under the Closing Agreements, the Governance Agreements, the Letter any of their direct or indirect stockholders in any way relating to or arising out of this Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement)Debt Commitment Letter, the Merger Agreement Debt Financing or any of the other agreements transactions contemplated hereunder or documents thereunder, or in respect of any oral representation made or alleged to be entered into among any of the Investorshave been made in connection herewith or therewith, the Parent Entitieswhether in equity or at law, in contract, in tort or otherwise, and the Company Entities or their respective Affiliates in connection with the Transactions against any other party theretoGroup shall not seek to, and shall cause their Affiliates and their direct and indirect stockholders not to seek to, recover any exhibitsmoney damages (including consequential, schedulesspecial, indirect or punitive damages, or other attachment thereto damages on account of a willful and material breach) or obtain any documentation implementing equitable relief from or with respect to any of the terms thereof, against any other party theretoDebt Financing Source.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in Law or in equity) that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating in any manner 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 representation or warranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may be made only against (and are those solely of) the Persons entities that are expressly identified as parties in the preamble hereto and signatories to this Agreement (the “Contracting Parties”)thereto. No Person who is not a Contracting Partynamed party to this Agreement or the other Transaction Documents, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, representative of any named party to this Agreement or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing other Transaction Documents nor the Equityholder Representative (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityliability (whether in contract or in tort, obligationsin Law or in equity, claims or causes based upon any theory that seeks to impose liability of action an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Transaction Documents (as the case may be) or for any claim based uponon, in respect of, arising under, or by reason of, in connection with, of this Agreement or relating in any manner to this Agreement, whether by such other Transaction Document (as the case may be) or through attempted piercing of the corporate veil, by negotiation or through a claim by execution hereof or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, thereof; and each Contracting Party hereby waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Non-Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance are expressly intended as third party beneficiaries of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to provision of this Agreement. Notwithstanding anything to For the contrary hereinavoidance of doubt, no party hereto the Company (on behalf of itself and its Affiliates and each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof) (i) hereby waives any right claims or rights against any Debt Financing Source or Equity Financing Source relating to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter arising out of this Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement)Debt Commitment Letter, the Merger Agreement Equity Commitment Letter, the Financing and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (ii) hereby agrees not to bring or support any suit, action or proceeding against any Debt Financing Source or Equity Financing Source in connection with DOC ID - 32901658.22 95 this Agreement, the Debt Commitment Letter, the Equity Commitment Letter, the Financing and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (iii) hereby agrees to cause any suit, action or proceeding asserted against any Debt Financing Source or Equity Financing Source by or on behalf of the Company or any of the other agreements its Affiliates or documents to be entered into among any of the Investorsofficer, the Parent Entitiesdirector, the Company Entities or their respective Affiliates employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof in connection with this Agreement, the Transactions against any other party theretoDebt Commitment Letter, the Equity Commitment Letter, the Financing and any exhibits, schedules, the transactions contemplated hereby and thereby to be dismissed or other attachment thereto otherwise terminated. In furtherance and any documentation implementing any not in limitation of the terms thereofforegoing waivers and agreements, against it is acknowledged and agreed that no Debt Financing Source or Equity Financing Source shall have any other party theretoliability for any claims or damages to the Company in connection with this Agreement, the Debt Commitment Letter, the Equity Commitment Letter, the Financing and the transactions contemplated hereby and thereby.

Non-Recourse. All claims(a) Each of the following is herein referred to as a “Parent Non-Recourse Party”: Each of the Affiliates of each Company Shareholder, obligationsthe Stonepeak Funds, liabilities each of their respective present, former and causes future partners, members, equityholders and Representatives, and each of action based uponthe Affiliates and present, in former and future partners, members, equityholders and Representatives of any of the foregoing, and each of their respective heirs, executors, administrators, successors and assigns (with respect ofto Stonepeak, arising under“Affiliates” for purposes of the definition of “Parent Non-Recourse Party” to include the portfolio companies of investment funds advised or managed by an equity investor or any of its respective controlled Affiliates); provided, by reason ofhowever, that the term “Parent Non-Recourse Party” expressly excludes the Company Shareholders. No Parent Non-Recourse Party shall have any liability or obligation to Parent, Merger Sub or their Affiliates of any nature whatsoever in connection withwith or under this Agreement, or relating in the transactions contemplated hereby, and Parent and Merger Sub hereby waive and release all claims of any manner to this such liability and obligation. This Agreement may only be made enforced against, and any dispute, controversy, matter or claim based on, related to or arising out of this Agreement, or the negotiation, performance or consummation of this Agreement, may only against (and are those solely of) be brought against, the Persons entities that are expressly identified named as parties in the preamble parties, and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates then only with respect to the performance specific obligations set forth herein with respect to such party. (b) Each of this Agreement or any representation or warranty made by the following is herein referred to as a Nonparty Affiliate in“Company Non-Recourse Party”: Each of the Affiliates of Parent, in connection witheach of their respective present, or as an inducement to this Agreement. Notwithstanding anything to former and future partners, members, equityholders and Representatives, and each of the contrary hereinAffiliates and present, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreementsformer and future partners, the Governance Agreementsmembers, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement equityholders and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or Representatives of any of the other agreements foregoing, and each of their respective heirs, executors, administrators, successors and assigns. No Company Non-Recourse Party shall have any liability or documents obligation to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates the Company Shareholders of any nature whatsoever in connection with or under this Agreement, or the Transactions against transactions contemplated hereby, and the Company and each Company Shareholder hereby waive and release all claims of any other party theretosuch liability and obligation. This Agreement may only be enforced against, and any exhibitsdispute, schedulescontroversy, matter or claim based on, related to or arising out of this Agreement, or other attachment thereto the negotiation, performance or consummation of this Agreement, may only be brought against, the entities that are expressly named as parties, and any documentation implementing any of then only with respect to the terms thereof, against any other party theretospecific obligations set forth herein with respect to such party.

Non-Recourse. All Except to the extent otherwise set forth in any document, certificate or instrument delivered in connection with this Agreement or the transactions contemplated hereunder (such document, certificate or instrument, an “Ancillary Agreement”), all claims, obligations, liabilities and liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement or any Ancillary Agreement, (b) the negotiation, execution or performance of this Agreement or any Ancillary Agreement (including any representation or warranty made in, in connection with, or relating in any manner as an inducement to this Agreement or any Ancillary Agreement), (c) any breach or violation of this Agreement or any Ancillary Agreement and (d) the failure of the transactions contemplated hereunder to be consummated, in each case, may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement hereto or thereto, as applicable (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liabilityLiability (whether in contract or in tort, in Law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this Agreement, whether by or the items in the immediately preceding clauses (a) through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise(d), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action action, and obligations against any such Nonparty AffiliatesAffiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by LawLaw (other than as set forth in any applicable Ancillary Agreement), (ai) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any other Contracting Party’s Nonparty AffiliateAffiliate in respect of this Agreement or any Ancillary Agreement, 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 otherwise; and (bii) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any Ancillary Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoAncillary Agreement.

Non-Recourse. This Agreement may only be enforced against the named parties. All claimslegal proceedings, Legal Actions, obligations, liabilities and losses, damages, claims 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 or otherwise) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to (i) this Agreement or any of the other agreements or documents contemplated hereby, (ii) the negotiation, execution or performance of this Agreement or any of the documents contemplated hereby (including any representation or warranty made in connection with, or relating in any manner to as an inducement to, this Agreement or any of the other agreements or documents contemplated hereby), (iii) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (iv) any failure of the transactions contemplated by this Agreement or the other agreements or documents contemplated hereby to be consummated, in the case of clauses (i) and (iv), may be made only against (and are those solely of) the Persons that are expressly identified named as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, the Parent Voting Agreements, the CVR Agreement, and the Confidentiality Agreement, and then only to the extent of the specific obligations of such Persons set forth in this Agreement, the Parent Voting Agreements, the CVR Agreement, or the Confidentiality Agreement, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each Party hereto covenants, agrees and acknowledges that (except to the extent named as a party to this Agreement, the Parent Voting Agreements, the CVR Agreement, or the Confidentiality Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement, the Parent Voting Agreements, the CVR Agreement, or the Confidentiality Agreement, as applicable) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any related document shall be had against any Company Related Party or Parent Related Party, whether in contract, tort, 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 any party hereto limited liability company veil or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the transactions contemplated by this Agreement may only be made only against (and are those solely of) brought against, the Persons entities that are expressly identified named as parties in hereto. Except to the preamble and signatories extent a named as a party to this Agreement (the “Contracting Parties”). No Person who is not a Contracting PartyAgreement, including any currentno past, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateaffiliate, agent, attorney, representative, financing source, heir or assignee ofadvisor, or any financial advisor representative or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, affiliate of any of the foregoing (a “Non-Recourse Party”) shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Vendor Group or Purchaser under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated by this Agreement (collectively, “Nonparty AffiliatesNon-Recourse Matters”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing and each of the corporate veilVendor Group or Purchaser (on behalf of themselves, by or their respective affiliates, and any Person claiming by, through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing AgreementsVendor Group, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities Purchaser or their respective Affiliates affiliates) covenants and agrees that it shall not institute, and shall cause its agents, representatives and affiliates not to bring, make or institute any action, claim or proceeding (whether in connection with the Transactions contract, tort, equity or otherwise) for a Non-Recourse Matter against any other Non-Recourse Party. It is further understood and agreed that any certificate or certification contemplated by this Agreement and executed by an officer of a named party thereto, will be deemed to have been delivered only in such officer’s capacity as an officer of such named party (and not in his or her individual capacity) and will not entitle any exhibits, schedules, named party to assert a claim against such officer in his or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoher individual capacity.

Non-Recourse. All Except as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter, all claims, obligations, liabilities and liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising 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 relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and such representations and warranties are those solely of) a party hereto and then only with respect to the Persons that are expressly identified as parties specific obligations set forth herein with respect to such party. Except in the preamble case of claims for fraud and signatories except as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter, this Agreement may only be enforced against, and any claim or Suit based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against a party hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except in the case of claims for fraud, except as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter and except to the extent a named party to this Agreement (and then only to the “Contracting Parties”). No extent of the specific obligations undertaken by such named party in this Agreement, no Person who is not a Contracting Partyparty hereto, including any current, former or future director, officer, employee, incorporator, member, partner, manager, management company, stockholder, equityholder, controlling person, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor toany party, any Contracting Partyincluding Debt the Financing sources, or any current, former or future director, officer, employee, incorporator, member, partner, manager, management company, stockholder, equityholder, controlling person, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any of the foregoing (collectively, the “Nonparty Affiliates”), provided that “Nonparty Affiliates” shall exclude Buyer and Sponsor) shall have any liabilityliability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of the corporate veilits negotiation, by execution, performance, or through a claim by or on behalf of any party hereto or otherwisebreach, and, to the maximum extent permitted by Lawapplicable laws, except as otherwise provided in the Sponsor Guaranty and/or Equity Commitment Letter, each Contracting Party party hereto hereby waives and releases all such liabilities, claims, causes of action action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Lawapplicable laws, except in the case of claims for fraud, and except to the extent otherwise set forth in, and subject to the terms and conditions of, this Agreement, the Sponsor Guaranty, the Equity Commitment Letter, or the Confidentiality Agreement, (a) each Contracting Party party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party party or otherwise impose liability of a Contracting Party 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 otherwise, and (b) each Contracting Party party hereto disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement; provided, however, that nothing in this Section 10.16 will limit Buyer’s ability to rely on those representations and warranties set forth in Article III (or in any certificate or instrument delivered pursuant to this Agreement). Notwithstanding anything to the contrary herein, no party hereto hereby waives any right but subject to enforce its rights granted hereunder or granted under clause (ii) of the Closing Agreementsimmediately following sentence of this Section 10.16, none of the Governance Agreementsparties hereto, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or nor any of the other agreements their respective Affiliates, shall have any rights, claims or documents to be entered into among causes of action against any of the Investors, the Parent Entities, the Company Entities Debt Financing source or their respective Nonparty Affiliates in connection with the Transactions against any other party theretoDebt Financing, this Agreement or the transactions contemplated by this Agreement, whether at law or in equity, in contract, in tort or otherwise, and any exhibitssuch claims, schedulesrights and causes of action are disclaimed and released in full. Notwithstanding the foregoing, (i) the Nonparty Affiliates, including the Debt Financing Sources, shall be third party beneficiaries of this Section 10.16, each of whom may enforce the provisions of this Section 10.16, and (ii) nothing in this Section 10.16 shall in (x) in any way limit or other attachment thereto modify any Debt Financing sources’ (including each Debt Financing source’s Affiliates and its and its Affiliates’ respective officers, directors, employees, agents and representatives) obligations to Buyer or its Affiliates under the Debt Commitment Letter or (y) impair any documentation implementing any rights, claims or causes of action of the terms thereofBuyer and its Affiliates in respect of the Debt Commitment Letter. Notwithstanding the foregoing, against any other party theretothis Section 10.16 shall be subject to the last sentence of Section 6.2.

Non-Recourse. All claimsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsand notwithstanding the fact that certain of the parties hereto may be partnerships, liabilities limited liability companies, corporations or other entities, each Holder covenants, agrees and acknowledges that any claims or causes of action (whether in contract, tort or otherwise) under or that may be based upon, arise out of or relate to this Agreement, 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 respect of, arising under, by reason of, or in connection with, with or relating in any manner as an inducement to enter into this Agreement or such documents and instruments), may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble hereto, and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno former, including any currentcurrent or future, former direct or future indirect, equity holder, controlling Person, general or limited partner, stockholder, member, manager, director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, consultant, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholderadvisor, Affiliate, agent, attorney, representative, financing source, heir portfolio company in which any such party or assignee ofany of its investment fund Affiliates have made a debt or equity investment (and vice versa), or other representative of Parent or any financial advisor Sponsor or lender totheir respective Affiliates, successors or successor topermitted assigns (including any Person negotiating or executing this Agreement on behalf of a party hereto) (each, any of the foregoing (a “Related Party” and collectively, the “Nonparty AffiliatesRelated Parties”), unless a party to this Agreement, shall have any liability, obligations, claims liability or causes of action based upon, in obligation with respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, any document or instrument delivered pursuant hereto, or with respect any claim or cause of action (whether by or through attempted piercing of the corporate veilin contract, by or through a claim by or on behalf of any party hereto tort or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law arise out of or in equityrelate to this Agreement any document or instrument delivered pursuant hereto, or granted by statutethe negotiation, to avoid execution or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any document or instrument delivered pursuant hereto (including any representation or warranty made by a Nonparty Affiliate in, in or in connection with, with or as an inducement to enter into this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder Agreement or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement such documents and as specifically amended or superseded by the Letter Agreementinstruments), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates whether in connection with the Transactions against enforcement of any other party thereto, and assessment or with any exhibits, scheduleslegal equitable proceeding, or other attachment thereto by virtue of any applicable law or otherwise, it being expressly agreed and any documentation implementing acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the terms thereofRelated Parties, against as such, for any other party theretoobligation or liability of the Company or Parent under this Agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or liabilities or their creation.

Non-Recourse. All Except as expressly set forth in the Ancillary Agreements, all claims, obligations, liabilities and liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arising 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 relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, stockholder, equityholdermember, Affiliate, agent, attorney, representative, financing source, heir or assignee or Representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee or Representative of, or and any financial advisor or lender to, or successor to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any liabilityLiability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of its negotiation, execution, performance, or breach (other than as expressly set forth in the corporate veil, by or through a claim by or on behalf of any party hereto or otherwiseAncillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the Ancillary Agreements) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the Ancillary Agreements, (ai) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available available, whether in contract or in tort, at Law law or in equity, or granted by statutestatute or otherwise, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (bii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claims, obligations, liabilities and Liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection with, be connected with or relating 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 only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories Parties to this Agreement (the “Contracting Parties”)Agreement. No Person who is not a Contracting PartyParty to this Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Representative or assignee of, or Affiliate of any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Representative or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract or in tort, in Law or in equity, or granted by statute) for any claims, obligations, claims Liabilities or causes of action based upon, in respect of, arising under, by reason out of, in connection with, with or relating related in any manner to this AgreementAgreement or based on, whether in respect of or by reason of this Agreement or through attempted piercing of the corporate veilits negotiation, by execution, performance or through a claim by or on behalf of any party hereto or otherwisebreach, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, obligations, Liabilities and causes of action and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationunder-capitalization or otherwise, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, with or as an inducement to this Agreement. Notwithstanding anything Each Non-Party Affiliate is intended to the contrary herein, no be an express third-party hereto hereby waives any right to beneficiary of this Section 10.2 and may specifically enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoterms.

Non-Recourse. All This Agreement may only be enforced against, and all claims, obligations, liabilities and or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising 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 relating in any manner to as an inducement to, this Agreement Agreement) may be made only against (and are those solely of) ), the Persons entities that are expressly identified as parties in the preamble and signatories Parties to this Agreement (in the “Contracting Parties”)Preamble to this Agreement. No Person who is not a Contracting Partyother Person, including any currentformer, former current or future direct or indirect equity holder, controlling person, director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateaffiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or any financial advisor or lender to, (including any Debt Financing Sources) or successor other financing source (including any Equity Financing Sources) to, any Contracting Party, Party to this Agreement or any currentdirect or indirect equity holder, former or future controlling person, director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateaffiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or any financial advisor or lender to, (including any Debt Financing Sources) or successor to, other financing source (including any Equity Financing Sources to any of the foregoing (collectivelyeach, a “Nonparty AffiliatesNon-Recourse Party”), ) shall have any liability, obligations, claims liabilities or causes of action based uponobligations (whether in contract or in tort, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law law or in equity, or granted by statute) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner 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 this Agreement or based on theories on, in respect of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance by reason of this Agreement or its negotiation, execution, performance or breach. In no event shall any representation Party hereto or warranty made by a Nonparty Affiliate inany of their respective Affiliates, in connection withand each Party hereto agrees not to and to cause their Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or as an inducement seek to this Agreementrecover monetary damages from, any Non-Recourse Party. Notwithstanding anything In no event shall the Company or any of its Affiliates, and the Company agrees not to and to cause its Affiliates not to, seek to enforce the contrary hereinany Commitment Letter against, no party hereto hereby waives make any claims for breach of the any Commitment Letter against, or seek to recover monetary damages from, or otherwise ▇▇▇, any Financing Source, or any Affiliate thereof; provided, that, the Acquirer Parties and their respective Affiliates shall have the right to enforce all of its respective rights granted hereunder or granted under the Closing Agreements, Commitment Letters against the Governance Agreements, Financing Sources. This Section 10.11 shall not restrict actions by the Letter Company against the Acquirer Parties to specifically enforce the obligations of the Acquirer Parties in this Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoincluding Section 7.11.

Non-Recourse. All claimsNotwithstanding anything to the contrary contained herein or otherwise, obligationsthis Agreement may only be enforced against, liabilities and any claims or causes of action that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating in any manner relate to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made only against (the entities and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (in their capacities as such, and only with respect to the “Contracting Parties”). No Person who is not a Contracting Partyspecific obligations set forth herein with respect to such party, including any currentand no former, former current or future direct or indirect stockholders, equity holders, controlling persons, portfolio companies, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, representatives or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, portfolio company, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholdertrustee, equityholder, Affiliateattorney, agent, attorney, representative, financing source, heir representative or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesNon-Recourse Party”), ) shall have any liabilityliability for any obligations or liabilities of the parties to this Agreement or for any claim (whether at law or in equity, obligationsin tort, claims contract or causes of action otherwise) based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby or in respect of any covenants, representations, warranties or statements (whether written or oral, express or implied) made or alleged to be made in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliatesherewith. Without limiting the foregoingrights of any party against the other parties hereto, in no event shall any party or any Person that would be a Non-Recourse Party of such party seek to the maximum extent permitted by Lawenforce this Agreement against, (a) each Contracting Party hereby waives and releases make any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance claims for breach of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection withagainst, or as an inducement seek to this Agreement. Notwithstanding anything to the contrary hereinrecover monetary damages from, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement Non-Recourse Party (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or including any of the other agreements or documents to be entered into among any holders of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoShares).

Non-Recourse. All Except for the liabilities and obligations of the parties to the Confidentiality Agreement, the Debt Commitment Letter, the Rollover Agreements and the Voting Agreements under any of the foregoing Contracts to which they are expressly identified as parties, all claims, obligations, liabilities and liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the Merger, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as the parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, director, officer, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Representative or assignee of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, director, officer, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Representative or assignee of, or any financial advisor or lender to, or successor to, of any of the foregoing and the Financing Parties (collectively, the “Nonparty AffiliatesNon-Recourse Parties”), shall have any liabilityliability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this Agreement or the Merger or based on, in respect of, or by reason of this Agreement or the Merger or the negotiation, execution, performance, or breach of this Agreement (other than, in each case, the liabilities and obligations of the parties to the Confidentiality Agreement, whether by or through attempted piercing the Debt Commitment Letters, the Rollover Agreements and the Voting Agreements under any of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwiseforegoing Contracts to which they are expressly identified as parties), and, to the maximum extent permitted by Applicable Law, each Contracting Party Party, on behalf of itself and its Affiliates, hereby waives and releases all such liabilities, claims, causes of action action, and obligations against any such Nonparty AffiliatesNon-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by Applicable Law, except as provided in the Confidentiality Agreement, the Debt Commitment Letters, the Rollover Agreements and the Voting Agreements, (ai) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose impute or extend the liability of a Contracting Party on to any Nonparty AffiliateNon-Recourse Party, whether granted by 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 otherwise; and (bii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Non-Recourse Party with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claimsAnything that may be expressed or implied in this Agreement notwithstanding, obligationseach of the parties hereto covenants, liabilities acknowledges and causes agrees that no person other than the parties to this Agreement shall have any liability or obligation hereunder and that, (i) the fact that any affiliate of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner of the parties to this Agreement may be made only a limited liability company notwithstanding, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyany former, including any current, former current or future direct or indirect director, officer, employee, incorporator, memberagent, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partnersecurityholder, manageraffiliate, stockholder, equityholdercontrolling person, Affiliateassignee or representative of the parties hereto under this Agreement or under the Merger Agreement (any such person or entity, agent, attorney, representative, financing source, heir or assignee ofother than the parties to this Agreement, or their assignees under this Agreement or the Merger Agreement, a “Related Party”) or any financial advisor Related Party of any of such parties’ Related Parties (including, without limitation, in respect of any liabilities or lender obligations arising under, or in connection with, any claim, including, without limitation, any claim of breach of a party’s obligations under the Merger Agreement and the transactions contemplated thereby or under this Agreement and the transactions contemplated hereby) whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law and (ii) no personal liability whatsoever will attach to, be imposed on or successor to, otherwise incurred by any Related Party of any of the foregoing (collectively, “Nonparty Affiliates”), shall have parties to this Agreement or any liability, obligations, claims Related Party of any of such parties’ Related Parties under this Agreement or causes of action for any claim based uponon, in respect of, arising under, or by reason of, in connection withof the transactions contemplated hereby or contemplated by the Merger Agreement, or relating by the creation of such transactions. Nothing in this Agreement, express or implied, is intended to or shall confer upon any manner person, other than the parties to this Agreement, whether by any right, benefit or through attempted piercing of the corporate veil, by or through a claim by or on behalf remedy of any party hereto nature whatsoever under or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance reason of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claimsLegal Actions (whether in Contract or in tort, obligations, liabilities and causes of action in law or in equity) that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating in any manner relate to this Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories hereto or thereto. In no event shall any named party to this Agreement (or the “Contracting Parties”)Related Documents have any shared or vicarious Liability for the actions or omissions of any other Person other than as provided in Section 8.17. No Person who is not a Contracting Partynamed party to this Agreement or the Related Documents, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, Representative of any named party to this Agreement that is not itself a named party to this Agreement or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing Related Documents, including, for the avoidance of doubt, any Lender Related Party (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in Contract or in tort, obligationsin law or in equity, claims or causes based upon any theory that seeks to impose Liability of action an entity party against its owners or Affiliates) to any party to this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim based uponon, in respect of, arising under, or by reason of, in connection with, or relating in any manner to of this Agreement, whether by the Related Documents or through attempted piercing of the corporate veil, by their negotiation or through a claim by or on behalf of any execution; and each party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby thereto waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting The parties acknowledge and agree that the foregoing, to Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that circumstances in which Parent may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of liable under this Agreement or any representation or warranty made by as a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any result of the other agreements or documents to be entered into among any Transactions (including as a result of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoDebt Financing).

Non-Recourse. All claimsEach Transaction Document shall be enforceable only against, obligations, liabilities and causes of action any Proceeding based upon, in respect of, arising under, by reason of, out of or in connection with, with or relating related in any manner to this Agreement may a Transaction Document, or the transactions contemplated by the Transaction Documents shall be made brought only against (the parties signatory thereto, and are those solely of) then only with respect to the Persons specific obligations set forth therein that are expressly identified as parties in the preamble and signatories applicable to this Agreement (the “Contracting Parties”)such party. No Person who that is not a Contracting Partyparty to the applicable Transaction Document, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Representative or assignee of, Affiliate of such party or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesAffiliate”), shall have any Liability (whether in contract, tort, strict liability, obligationsat Law, claims in equity or otherwise) for any claims, causes of action action, Liabilities or other obligations arising under, out of or in connection with or related in any manner to such Transaction Document or the transactions contemplated by the Transaction Documents, or based upon, in respect of, arising under, of or by reason ofof such Transaction Document or the negotiation, in connection withexecution, performance or relating in breach of any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to Transaction Documents. To the maximum extent permitted by Law, each Contracting Party party hereby waives and releases all such liabilities, claims, causes of action action, Liabilities and other obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all claims, causes of action, rights, claimsremedies, demands or causes of action Proceedings 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 party or otherwise impose liability the Liability of a Contracting Party party on any Nonparty Affiliate, whether granted by statute Law or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, undercapitalization or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or and any representation or warranty made by a Nonparty Affiliate in, in connection with, with or as an inducement to hereto. Nothing in this Agreement. Notwithstanding anything Section 12.12 is intended to, or shall, limit the guarantees provided by Seller Parent with respect to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (specified obligations of Seller as defined expressly set forth in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Seller Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoGuarantee.

Non-Recourse. All claims(a) Except with respect to Actions arising under the R&W Insurance Policy or any Ancillary Agreement, obligationsthis Agreement may only be enforced against, liabilities and causes of action any Action based upon, in respect arising out of, arising under, by reason of, in connection withor related to this Agreement, or relating in any manner to the negotiation, execution or performance of this Agreement Agreement, may only be made only brought against (and are those solely of) the Persons entities that are expressly identified named as parties in the preamble and signatories hereto and then only with respect to this Agreement (the “Contracting Parties”)specific obligations set forth herein with respect to such Party. No Person who is not a Contracting Partynamed party and signatory to this Agreement, including any currentpast, former present or future director, officer, employee, incorporator, manager, member, current or future direct or indirect equityholder, controlling person, trustee, partner, manager, stockholder, equityholder, Affiliate, agent, attorneyattorney or other representative of the Purchaser (including any Vintage Person (other than the Investor to the extent set forth in the Equity Commitment)), representativethe Debt Financing Sources, financing sourcetheir respective Affiliates and any of their Representatives, heir partners, managers, members or assignee ofequityholders) or the Seller, of any Affiliate of any Party or of any ESL Person, or any financial advisor of their successors or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing permitted assigns (collectively, “Nonparty AffiliatesNon-Recourse Parties”), shall have any liabilityliability for any obligations or liabilities of any Party under this Agreement or for any Action based on, obligationsin respect of or by reason of the transactions contemplated hereby, claims including any alleged nondisclosure or causes misrepresentations made by any such Persons, in each case, regardless of action the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise. (b) Without limiting clause (a) above and without limiting any rights the Purchaser may have against any Debt Financing Source under the Debt Commitment Letters, no Debt Financing Source who is not a party to this Agreement shall have any liability to the Seller or any of its Affiliates for any obligations or liabilities of the Purchaser or for any claim (whether at law or in equity, tort, contract or otherwise) based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection withherewith. Without prejudice to the Seller’s rights in Section 5.10(a), in no event shall the Seller or any of its Affiliates (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or relating in seek to recover monetary damages from, any manner Debt Financing Source or (ii) seek to this Agreementenforce the Debt Financing or the Debt Commitment Letters against, whether by or through attempted piercing make any claims for breach of the corporate veil, by Debt Financing or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equityDebt Commitment Letters against, or granted by statute, seek 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, undercapitalizationrecover monetary damages from, or otherwise and (b) each Contracting Party disclaims ▇▇▇, any reliance upon Debt Financing Source for any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate inreason, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates including in connection with the Transactions against any other party thereto, and any exhibits, schedules, Debt Financing or other attachment thereto and any documentation implementing any the Debt Commitment Letters or the obligations of the terms thereof, against any other party theretoDebt Financing Sources thereunder.

Non-Recourse. All claimsExcept as otherwise expressly provided in this Agreement, obligations(a) this Agreement may only be enforced against, liabilities and any claims or causes of action that may be based upon, in respect of, arising under, by reason of, in connection witharise out of or relate to this Agreement, or relating in any manner to the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made only against (and are those solely of) the Persons that are expressly identified as parties Parties herein in the preamble and signatories to this Agreement their capacities as such, (the “Contracting Parties”). No Person who is not a Contracting Partyb) no former, including any current, former current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any Party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir agent or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesNon-Recourse Party”), ) shall have any liabilityliability for any obligations or liabilities of the Parties or for any claim (whether in tort, obligations, claims contract or causes of action otherwise) based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection withherewith; provided, however, that the foregoing shall not limit the obligations or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf liabilities of any party hereto or otherwiseNon-Recourse Party under any other agreement to which such Non-Recourse Party is party, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without (c) without limiting the foregoingrights of any Party against the other Parties, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases in no event shall any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability any of a Contracting Party on its Affiliates seek to enforce this Agreement against or make any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance claims for breach of this Agreement or against any representation or warranty made by a Nonparty Affiliate inNon-Recourse Party. The covenants contained in this Section 6.13 are intended to be for the benefit of, in connection withand shall be enforceable by, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any each of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or Non-Recourse Parties and their respective Affiliates in connection with the Transactions against heirs and assigns and shall not be deemed exclusive of any other party theretorights to which any such Person may be entitled, and any exhibitswhether pursuant to Law, schedules, Contract or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretootherwise.

Non-Recourse. All claims(a) Notwithstanding anything to the contrary in this Agreement, obligationsthe Purchaser’s liability for any liability, liabilities loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other 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 other Transaction Agreement (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price and causes the Purchaser shall have no further liability or obligation relating to or arising out of this Agreement, any other Transaction Agreement or the Transactions in excess of such amount. For the avoidance of doubt, the foregoing shall not limit the Company’s rights under Section 6.10. (b) This Agreement may only be enforced against, and any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the transactions contemplated hereby may only be made only brought against (and are those solely of) the Persons entities that are expressly identified 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 preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyimmediately preceding sentence, including any currentno past, former present or future director, officer, employee, incorporator, member, partner, managerpartners, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, representative of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing party hereto (collectively, the “Nonparty AffiliatesSpecified Persons”), ) shall have any liability, obligations, claims liability for any obligations or causes liabilities of action any party hereto under this Agreement or for any claim based uponon, in respect of, arising under, or by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretotransactions contemplated hereby.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating related in any manner to this Agreement may be made only against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement Parties hereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor Debt Financing Source Related Party to, any of the foregoing (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract or in tort, obligationsin law or in equity, claims or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any claims, causes of action action, obligations or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or based uponon, in respect of, arising under, or by reason ofof this Agreement or its negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to The Parties acknowledge and agree that the contrary herein, no Non-Party Affiliates are intended third-party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 6.13.

Non-Recourse. All claimsNotwithstanding anything to the contrary in this Agreement, obligations, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, other Loan Document or any financial advisor other document, certificate or lender toinstrument executed, furnished or successor todelivered by any Loan Party pursuant hereto or thereto, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any none of the foregoing (collectively, “Nonparty Affiliates”), Secured Parties shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance transactions contemplated by the Loan Documents against Parent, any Sponsor, any present or future holder (whether direct or indirect) of any Equity Interests of any Loan Party (other than the Loan Parties), or, in each case, any of their respective Affiliates (other than the Loan Parties) (except, in each case, in accordance with and to the extent expressly set forth in the Loan Documents to which such holder of Equity Interests is a party), shareholders, officers, directors, employees representatives, controlling persons, executives or agents (collectively, the “Non-Recourse Persons”), such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby; provided that the foregoing provisions of this Section 9.24 shall not (a) constitute a waiver, release or discharge (or otherwise impair the enforceability) of any of the Secured Obligations, or of any of the terms, covenants, conditions, or provisions of this Agreement or any representation other Loan Document and the same shall continue (but without personal liability of the Non-Recourse Persons) until fully paid, discharged, observed or warranty made by performed, (b) constitute a Nonparty Affiliate inwaiver, release or discharge of any lien or security interest purported to be created pursuant to the Security Documents (or otherwise impair the ability of any Secured Party to realize or foreclose upon any Collateral in accordance with the terms of the Loan Documents), (c) limit or restrict the right of the Administrative Agent, the Collateral Agent or any other Secured Party (or any permitted assignee, beneficiary or successor to any of them) to name any Loan Party or any other Person as a defendant in any action or suit for a judicial foreclosure or for the exercise of any other remedy under or with respect to (and, in connection witheach case, to the extent expressly set forth in) any Loan Document to which such Person is a party, or for injunction or specific performance, so long as an inducement no judgment in the nature of a deficiency judgment shall be enforced against any Non-Recourse Person or (d) release any Non-Recourse Person from liability (to the extent it would otherwise be liable) for its own gross negligence, fraudulent actions or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction. The limitations on recourse set forth in this Section 9.24 shall survive the Payment in Full and the earlier termination of this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claimsEach Party agrees, obligationson behalf of itself and its affiliates, liabilities and causes that any suit, claim, action 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 action the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to: (i) this Agreement or any other transactions contemplated hereunder; (ii) the negotiation, execution or performance of this Agreement (including any representation or warranty made in connection with, or relating as an inducement to, this Agreement); (iii) any breach or violation of this Agreement; and (iv) any failure of the Mergers or any other transactions contemplated hereunder to be consummated, in any manner to this Agreement each case, may be made only against (and are those solely of) the Persons that are are, in the case of this Agreement, expressly identified as parties in the preamble and signatories to this Agreement, subject to the terms and conditions of this Agreement. Notwithstanding anything in this Agreement (to the “Contracting Parties”). No Person who is not a Contracting Partycontrary, each Party agrees, on behalf of itself and its affiliates, that no recourse under this Agreement or in connection with the Mergers or any other transactions contemplated hereunder will be sought or had against any other Person, including any currentof its affiliates, former and no other Person, including any of its affiliates, will have any liabilities or future directorobligations (whether in Contract or in tort, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir in Law or assignee ofin equity or otherwise, or any financial advisor granted by statute or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreementotherwise, 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 any party hereto other theory or doctrine, including alter ego or otherwise), andfor any suit, to the maximum extent permitted by Lawclaim, each Contracting Party hereby waives and releases all such liabilitiesaction, claimsproceeding, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoingobligation or liability arising under, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate inout of, in connection with, with or as an inducement to this Agreement. Notwithstanding anything related in any manner to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined items in the Letter immediately preceding clauses (i) through (iv). For the avoidance of doubt, there shall be no liability under this Agreement and as specifically amended of, nor any recourse under this Agreement to any trustee, manager, director, officer, unitholder, equityholder, employee or superseded by the Letter Agreement), the Merger Agreement or any agent of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoParties.

Non-Recourse. All claims(a) Notwithstanding anything to the contrary in this Agreement, obligationsthe Purchaser’s liability for any liability, liabilities loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other 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 other Transaction Agreement (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price and causes the Purchaser shall have no further liability or obligation relating to or arising out of this Agreement, any other Transaction Agreement or the Transactions in excess of such amount. For the avoidance of doubt, the foregoing shall not limit the Company’s rights under Section 6.10. (b) This Agreement may only be enforced against, and any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the transactions contemplated hereby may only be made only brought against (and are those solely of) the Persons entities that are expressly identified 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 preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyimmediately preceding sentence, including any currentno past, former present or future director, officer, employee, incorporator, member, partner, managerpartners, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, representative of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing party hereto (collectively, the “Nonparty AffiliatesSpecified Persons”), ) shall have any liability, obligations, claims liability for any obligations or causes liabilities of action any party hereto under this Agreement or for any claim based uponon, in respect of, arising under, or by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to transactions contemplated hereby (other than the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Guarantor with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, obligations set forth in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter AgreementSection 4.24), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claims, obligationsActions, liabilities and or causes of action (whether in contract or in tort, in law or in equity or granted by statute) that may be based upon, in respect of, arising arise under, out of or by reason of, be connected with or relate in any manner to this Agreement, or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), may be made against only against (and such representations and warranties are those solely of) Parent, US NewCo, Merger Sub Ltd., Bermuda NewCo, Merger Sub LLC, the Persons that are expressly identified as parties in Company and the preamble and signatories to this Agreement Company Equityholders (the “Contracting Parties”). No Other than in the case of Fraud, no Person who is not a Contracting Party, including any current, former or future director, officer, employee, consultant, incorporator, member, partner, manager, stockholder, equityholdershareholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, consultant, incorporator, member, partner, manager, stockholder, equityholdershareholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any of the foregoing (collectively, the “Nonparty AffiliatesNonparties”), shall have any liabilityliability (whether in contract or in tort, obligationsin law or in equity, claims or granted by statute) for any claims, causes of action based upon, in respect of, or liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of the corporate veilits negotiation, by execution, performance or through a claim by or on behalf of any party hereto or otherwisebreach, and, to the maximum extent permitted by Lawapplicable Laws, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty AffiliatesNonparties. Without limiting the foregoing, to the maximum extent permitted by Lawapplicable Laws, (a) other than in the case of Fraud, each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty AffiliateNonparty, 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, undercapitalization or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretootherwise.

Non-Recourse. All Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, liabilities and Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising 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 relating in any manner to as an inducement to, this Agreement Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or and any financial advisor advisor, Financing Source or lender to, or successor to, to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liabilityLiability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, Liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of its negotiation, execution, performance, or breach (other than as set forth in the corporate veil, by or through a claim by or on behalf of any party hereto or otherwiseother Transaction Documents), and, to the maximum extent permitted by LawLaw (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action action, and obligations against any such Nonparty AffiliatesAffiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any other Contracting Party’s Nonparty AffiliateAffiliate in respect of this Agreement, 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 otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything Subject to the contrary herein, no party hereto hereby waives any right rights of the parties to enforce its rights granted hereunder or granted the Commitment Letter under the Closing Agreementsterms thereof, none of the Governance AgreementsContracting Parties, the Letter nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Existing Employment Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement (as defined or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter Agreement and as specifically amended or superseded by under the Letter Agreement)terms thereof, none of the Merger Agreement Financing Sources, nor or any of the other agreements respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or documents to be entered into among future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of the Investorsany party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the Parent Entitiestransactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the Company Entities transactions contemplated thereby or their respective Affiliates the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with the Transactions any such claim against any other party thereto, and any exhibits, schedules, Financing Source or other attachment thereto and any documentation implementing any of the terms thereoftheir respective Affiliates, against directors, officers, employees, agents and representatives or any other party theretoof their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Non-Recourse. All claims, obligations, liabilities and liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute or otherwise) that may be based upon, in respect of, arising 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 relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir other representative or assignee of, or and any advisor (including any financial advisor advisor) or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir other representative or assignee of, or and any advisor (including any financial advisor advisor) or lender to, or successor to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liabilityliability (whether in contract or in tort, in law or in equity, or granted by statute or otherwise) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of the corporate veilits negotiation, by execution, performance, or through a claim by or on behalf of any party hereto or otherwisebreach, and, to the maximum extent permitted by Applicable Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Applicable Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claims, obligations, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the InvestorsInvestor, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party theretothereto (but not, for the avoidance of doubt, any Non-Party Affiliate), and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All Except to the extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities and liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising 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 relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liabilityliability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of its negotiation, execution, performance, or breach (other than as set forth in the corporate veil, by or through a claim by or on behalf of any party hereto or otherwiseAncillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All Each Party agrees, on behalf of itself and its respective Affiliates, that all actions, claims, obligations, liabilities and or causes of action (whether in Contract or in tort, in Law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to: (a) this Agreement or the Transactions, (b) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in as an inducement to, this Agreement), (c) any manner to breach or violation of this Agreement and (d) any failure of the Transactions to be consummated, in each case, may be made only against (and are those solely of) the Persons Parties that are expressly identified as parties in the preamble and signatories to this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement (to the “Contracting Parties”). No Person who is not a Contracting Partycontrary, including any currenteach Party hereto covenants, former agrees and acknowledges, on behalf of itself and their respective Affiliates, that no recourse under this Agreement or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, in connection with any of the foregoing (collectivelyTransactions shall be had against any other Person, “Nonparty Affiliates”), and no other Person shall have any liability, obligations, claims liabilities or causes of action based uponobligations (whether in Contract or in tort, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to avoid the items in the immediately preceding clauses (a) through (d), it being expressly agreed and acknowledged that no personal liability or disregard the entity form of a Contracting Party losses whatsoever shall attach to, be imposed on or otherwise impose liability be incurred by any of a Contracting Party on the aforementioned, as such, arising under, out of, in connection with or related in any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect manner to the performance items in the immediately preceding clauses (a) through (d). No Person, other than the Parties, shall be responsible or liable for any damages which may be alleged as a result of this Agreement or any representation the Transactions (or warranty made by a Nonparty Affiliate in, in connection with, the termination or as an inducement to this Agreementabandonment thereof). Notwithstanding anything to the contrary hereinset forth in this Section 10.15, no party hereto hereby waives it is expressly understood and agreed that none of the foregoing shall limit, impair or otherwise affect the rights, liabilities or obligations of any right Person arising out of or relating to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Confidentiality Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended Parent Support Agreements or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with Support Agreement to the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other extent such Person is expressly party thereto.

Non-Recourse. All claims, obligations, liabilities and or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement) or the Contemplated Transactions may be made only against (and are those solely of) the Persons entities that are expressly identified as parties in the preamble and signatories to this Agreement (in the “Contracting Parties”)Preamble to this Agreement. No Person who is not a Contracting Partyother Person, including any currentFinancing Source, former any of their representatives or future affiliates, director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateaffiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or any financial advisor or lender to, or successor to, any Contracting Party, party to this Agreement or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateaffiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or any financial advisor or lender to, or successor to, to any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims liabilities (whether in contract or causes of action based uponin tort, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law law or in equity, or granted by statute) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner 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 this Agreement or based on theories on, in respect of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance by reason of this Agreement or any representation its negotiation, execution, performance or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreementbreach. Notwithstanding anything herein or in any related agreement to the contrary hereincontrary, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under none of the Closing AgreementsSeller, the Governance AgreementsSeller Parent, the Letter AgreementSeller’s and the Seller Parent’s representatives and any of their respective representatives or Affiliates (each, the Existing Employment Agreement a “Seller Group Member”) shall have any rights or claims against (as defined in the Letter Agreement and as specifically amended i) any Financing Source or superseded by the Letter Agreement), the Merger Agreement or (ii) any of the other agreements respective former, current or documents to be entered into among any future affiliates or representatives of the Investors, the Parent Entities, the Company Entities or their respective Affiliates Financing Sources in connection with the Transactions Debt Financing, and no Financing Source shall have any rights or claims against any other party theretoSeller Group Member, and any exhibitsin connection with this Agreement or the Debt Financing, scheduleswhether at law or equity, in contract, in tort or other attachment thereto and any documentation implementing any otherwise; provided that, following the Closing Date, the foregoing shall not limit the rights of the terms thereof, against Financing Sources under any other party theretoDebt Financing Commitments.

Non-Recourse. All claimsNotwithstanding anything to the contrary in this Agreement or any other Transaction Agreement, obligations(a) this Agreement may only be enforced against, liabilities and causes of action all Legal Proceedings (whether in contract or in tort, in law or in equity) that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating in any manner relate to this Agreement or the other Transaction Agreements, or the negotiation, execution or performance of this Agreement or the other Transaction Agreements (including any representation or warranty made in or in connection with this Agreement or the other Transaction Agreements or as an inducement to enter into this Agreement or the other Transaction Agreements), may be made only against (and are those solely of) the Persons that are expressly identified as parties in thereto, and then only with respect to the preamble specific obligations set forth herein or therein with respect to such party and signatories to this Agreement (the “Contracting Parties”). No b) no Person who is not a Contracting Partynamed party to this Agreement or the other Transaction Agreements, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholderpartner, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, representative of any named party to this Agreement or the other Transaction Agreements (or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing aforementioned) (collectively, the “Nonparty Non-Party Affiliates”), shall have any liabilityliability (whether in contract or in tort, obligationsin Law, claims in equity, granted by statute or causes based upon any theory that seeks to impose liability of action an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Transaction Agreements (as the case may be) or for any claim based uponon, in respect of, arising under, or by reason ofof this Agreement or such other Transaction Agreements (as the case may be) or the negotiation or execution hereof or thereof and each Party waives and releases all such liabilities, in connection with, or relating in claims and obligations against any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, such Non-Party Affiliates to the maximum extent permitted by Law, each Contracting . The Non-Party hereby waives and releases all such liabilities, claims, causes Affiliates are expressly intended as third-party beneficiaries of action and obligations against any such Nonparty Affiliatesthis provision of this Agreement. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon on any Nonparty Affiliates Non-Party Affiliate with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claimsEach of the Company, obligationsits Subsidiaries, liabilities and causes of action based uponthe Affiliates, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may be made only against (shareholders and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any representatives of the foregoing acknowledge and agree that (collectively, i) no financing institution providing Debt Financing (“Nonparty AffiliatesDebt Financing Sources”), ) shall have any liabilityliability or obligations to the Company, obligations, claims its Subsidiaries or causes the Affiliates or representatives of action based upon, in respect of, the foregoing arising under, by reason of, in connection with, out of or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (aA) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any other agreement referenced herein or the transactions contemplated hereunder (including any Debt Financing), (B) the negotiation, execution or performance this Agreement or any other agreement referenced herein (including any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to to, this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder Agreement or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreementsuch other agreement), the Merger (C) any breach or violation of this Agreement or any other agreement referenced herein and (D) any failure of the transactions contemplated hereunder or any other agreements agreement referenced herein (including any agreement in respect of any Debt Financing); (ii) no recourse under this Agreement or documents any other agreement referenced herein or in connection with any transactions contemplated hereby (including any Debt Financing) shall be sought or had against any Debt Financing Sources for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related to the items in the clauses (A) through (D) of the immediately preceding clause (i), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be entered into among imposed on or otherwise be incurred by any of the Investorsaforementioned, the Parent Entitiesas such, the Company Entities or their respective Affiliates arising under, out of, in connection with or related to the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any items in clauses (A) through (D) of the terms thereof, against any other party theretoimmediately preceding clause (i).

Non-Recourse. All claims(a) Except in the case of claims against a Person in respect of such Person’s Intentional Fraud: (i) this Agreement may only be enforced against, obligations, liabilities and causes any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the Transactions may only be made only against brought against, the Company, SPAC and Merger Sub as named Parties; and (and are those solely ofii) except to the Persons that are expressly identified as parties in the preamble and signatories extent a Party to this Agreement (and then only to the “Contracting Parties”extent of the specific obligations undertaken by such Party). No Person who is not a Contracting Party, including any currentno past, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representativeadvisor or representative of the Company, financing sourceSPAC or Merger Sub shall have any liability (whether in Contract, heir tort, equity or assignee otherwise) for any one (1) or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one (1) or more of the Company, SPAC or Merger Sub under this Agreement for any claim based on, arising out of, or related to this Agreement or the Transactions. (b) Notwithstanding the foregoing, a Related Party may have (and this Section 11.14 shall no way amend, alter, limit or otherwise effect) obligations under any financial advisor or lender todocuments, agreements, or successor toinstruments delivered contemporaneously herewith if such Related Party is party to such document, agreement or instrument. Except to the extent otherwise set forth herein, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any Contracting Partyclaim or cause of action of any kind based upon, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee arising out of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement, whether by or through attempted piercing the negotiation, execution or performance of this Agreement, may only be brought against the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives entities that are named as Parties and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates then only with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement specific obligations set forth herein with respect to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretosuch Party.

Non-Recourse. All claimsSubject in all respects to the last sentence of this Section 12.14, obligationsthis Agreement may only be enforced against, liabilities and causes any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the Transactions may only be made only against (and are those solely of) brought against, the Persons entities that are expressly identified named as parties Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in the preamble and signatories to this Agreement Agreement), (the “Contracting Parties”). No Person who is not a Contracting Partya) no past, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholdershareholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender toRepresentative or Affiliate of any Party and (b) no past, or successor to, any Contracting Party, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholdershareholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, Representative or successor to, Affiliate of any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liabilityliability (whether in contract, obligationstort, claims equity or causes otherwise) for any one or more of action the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, or any Acquiror Party under this Agreement of or for any claim based uponon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this AgreementAgreement or the Transactions, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, and each Contracting Party hereby waives and releases all such liabilities, claims, causes of action actions and obligations liabilities against any such Nonparty Affiliatesnon-recourse Person related thereto. Without limiting Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights or obligations of any party to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on other Transaction Agreement for any Nonparty Affiliate, whether granted by statute or claim based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate inon, in connection with, respect of or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its by reason of such rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoobligations.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the transactions contemplated hereby may only be made only against (and are those solely of) brought against, the Persons entities that are expressly identified named as parties in Parties and then only with respect to the preamble and signatories specific obligations set forth herein with respect to any such Party. Except to the extent that he, she or it is a named party to this Agreement (the “Contracting Parties”). No Person who is not a Contracting PartyAgreement, including any currentno past, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, representative or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing or any other Person (collectively, “Nonparty AffiliatesNon-Party Entities”), ) shall have any liabilityliability (whether in contract, obligationstort, claims equity or causes otherwise) for any one or more of action the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Parent Related Parties or Company Related Parties, as applicable, under this Agreement or of or for any claim based uponon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this AgreementAgreement or the transactions contemplated hereby, whether by or through attempted piercing and each of Parent, Merger Sub and the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby Company (i) waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Non-Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise Entities and (bii) each Contracting agrees not to commence any claim, action, suit, proceeding or arbitral action against any such Non-Party disclaims any reliance upon any Nonparty Affiliates Entities in connection with respect to the performance of this Agreement or the transactions contemplated hereby; provided that nothing in this Section 12.15 shall limit the rights of any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything party to the contrary herein, no Debt Commitment Letter or any other Contract with a Debt Financing Source to the extent expressly set forth therein. Non-Party Entities are expressly intended as third-party hereto hereby waives any right beneficiaries of this Section 12.15 and shall be entitled to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretocovenants contained herein.

Non-Recourse. All Notwithstanding anything in this Agreement to the contrary, the obligations and liabilities of the Company under this Agreement and all other obligations, liabilities, claims, obligationslosses, liabilities damages, or Proceedings (whether in law or in equity and causes of action whether based uponon contract, in respect of, arising under, by reason of, in connection with, tort or relating in any manner to this Agreement otherwise) of or against the Company that may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories based on, arise out of or relate to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentbreach or alleged breach hereof), former the negotiation, execution or performance hereof or the transactions contemplated hereby or in respect of any other document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, may only be made against the Company in its capacity as a party to this Agreement and will be without recourse of any kind to any former, current or future direct or indirect stockholders, equity holders, controlling persons, portfolio companies, management companies, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, Representatives or Affiliates of the Company or any heir, executor, administrator, successor or assign of any of the foregoing, or any former, current or future direct or indirect stockholder, equity holder, controlling person, portfolio company, management company, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholdertrustee, equityholder, Affiliateattorney, agent, attorneyRepresentative or Affiliate of any of the foregoing or any heir, representativeexecutor, financing sourceadministrator, heir successor or assignee ofassign of any of the foregoing (other than, in each case, the Company and its Subsidiaries) (each of the foregoing, a “Company Related Party”). Notwithstanding anything in this Agreement to the contrary, the obligations and liabilities of Parent under this Agreement and all other obligations, liabilities, claims, losses, damages, or Proceedings (whether in law or in equity and whether based on contract, in tort or otherwise) of or against Parent that may be based on, arise out of or relate to this Agreement (including any breach or alleged breach hereof), the negotiation, execution or performance hereof or the transactions contemplated hereby or in respect of any other document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, may only be made against Parent and will be without recourse of any kind to any former, current or future direct or indirect stockholders, equity holders, controlling persons, management companies, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, Representatives or Affiliates of Parent or any heir, executor, administrator, successor or assign of any of the foregoing, or any financial advisor or lender toformer, or successor to, any Contracting Party, or any current, former current or future direct or indirect stockholder, equity holder, controlling person, management company, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholdertrustee, equityholder, Affiliateattorney, agent, attorney, representative, financing source, heir Representative or assignee of, Affiliate of any of the foregoing or any financial advisor heir, executor, administrator, successor or lender to, or successor to, assign of any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based uponother than, in respect ofeach case, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing Parent and its Subsidiaries) (each of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement“Parent Related Party”), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All Notwithstanding anything to the contrary in this Agreement, subject only to the rights of the Company under the Equity Commitment Letter and the Confidentiality Agreement, all claims, obligations, liabilities and or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner as an inducement to enter into, this Agreement) or the transactions contemplated by this Agreement may be made only against (and are those solely of) the Persons entities that are expressly identified as parties in the preamble and signatories to this Agreement in the Preamble to this Agreement. Subject to the rights of the Company under the Equity Commitment Letter (subject to the “Contracting Parties”limitations contained therein). No Person who is not a Contracting Party, no other Person, including any currentFinancing Source, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateaffiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or any financial advisor or lender to, or successor to, any Contracting Party, party to this Agreement or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateaffiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or any financial advisor or lender to, or successor to, to any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims liabilities (whether in contract or causes of action based uponin tort, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law law or in equity, or granted by statute) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to avoid this Agreement (including in connection with or disregard related in any manner to the entity form Bank Commitment Letter (including, for the avoidance of a Contracting Party doubt, any Alternative Commitment Letters) or otherwise impose liability Bank Financing (including, for the avoidance of a Contracting Party on doubt, any Nonparty Affiliate, whether granted by statute Alternative Financing) or the High Yield Debt Financing) or based on theories on, in respect of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance by reason of this Agreement or any representation its negotiation, execution, performance or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretobreach.

Non-Recourse. All claimsExcept as expressly set forth in the Confidentiality Agreement or the Transaction Documents, obligations, liabilities and all causes of action or Proceedings (whether in contract or in tort, in equity or at Law, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, preparation, execution, delivery, performance or breach of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), may be made brought only against (and are those solely of) the Persons that are expressly identified as parties Parties in the preamble and signatories to of this Agreement (the each, a “Contracting PartiesParty”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir direct or assignee of, indirect equity holder or Representative of such Contracting Party or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Representative of any of the foregoing (collectively, the “Nonparty AffiliatesNon-Recourse Party”), shall have any liabilityLiability or other obligation (whether in contract or in tort, obligationsin equity or at Law, claims or causes granted by statute) for any cause of action based upon, in respect of, or Proceeding arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of its negotiation, preparation, execution, delivery, performance, or breach (except as expressly set forth in the corporate veil, by Confidentiality Agreement or through a claim by or on behalf of any party hereto or otherwise, the Transaction Documents); and, to the maximum extent permitted by applicable Law, each Contracting Party hereby waives ▇▇▇▇▇▇ ▇▇▇▇▇▇ and releases all such liabilities, claims, causes of action and obligations Proceedings against any such Nonparty AffiliatesNon-Recourse Party. Without limiting the generality of the foregoing, to the maximum extent permitted by applicable Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action or Proceedings that may otherwise be available brought in equity or at Law or in equityLaw, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability or other obligation of a any Contracting Party on any Nonparty AffiliateNon-Recourse Party, 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 otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Non-Recourse Party with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything the foregoing, nothing in this Section 9.14 shall waive or release any Liability, obligation, cause of action or Proceeding under, or preclude any party to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Confidentiality Agreement or any of the other agreements or documents to be entered into among Transaction Document from making any of the Investorsclaim under, the Parent EntitiesConfidentiality Agreement or any Transaction Documents, to the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, extent permitted therein and any exhibits, schedules, or other attachment thereto and any documentation implementing any of pursuant to the terms thereof, against any other party theretothereof (and subject to the applicable limitations set forth therein).

Non-Recourse. All claims, obligations, liabilities and causes of action based upon, Notwithstanding anything that may be expressed or implied in respect of, arising underthis Agreement or any document or instrument delivered in connection herewith, by reason oftheir acceptance of the benefits of the Agreement, in connection withthe Parties covenant, or relating in any manner to this Agreement may be made only against agree and acknowledge that no Person other than the Parties (and are those solely oftheir successors and permitted assigns) has any rights, remedies, benefits, liabilities, obligations or commitments (whether known or unknown or whether contingent or otherwise) hereunder, and no personal liability shall attach to the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyformer, including any current, former current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of the Parties or any former, current or future equity holder, controlling person, director, officer, employee, incorporatoragent, Affiliate, member, manager, general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir sources or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Representatives of any of the foregoing or their successors or assigns other than the Parties (collectively, each a “Nonparty AffiliatesNon-Recourse Party”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of a Party against any party hereto Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise, andother than (i) such Party’s rights and claims under this Agreement against the Parties and their respective actual assignees and (ii) any Person’s rights and claims under any other agreement entered into in connection with the Joint Bid or the Transactions against the other parties thereto; and the Parties hereby further agree that this Agreement may only be enforced against, to the maximum extent permitted by Lawand any action, each Contracting Party hereby waives and releases all such liabilitiescause of action, claimsclaim, causes of demand or other similar action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action proceeding that may otherwise be available at Law based upon, arise out of or in equityrelate to this Agreement, or granted by statutethe negotiation, to avoid execution or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty may only be made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreementsagainst, the Governance AgreementsPersons expressly named as Parties (or Withdrawing Parties, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreementapplicable), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claims(a) Notwithstanding anything to the contrary in this Agreement, obligationsthe Purchaser’s liability for any liability, liabilities loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other 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 other Transaction Agreements (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price and causes the Purchaser shall have no further liability or obligation relating to or arising out of this Agreement, any other Transaction Agreements or the Transactions in excess of such amount. For the avoidance of doubt, the foregoing shall not limit the Company’s rights under Section 6.10. (b) This Agreement may only be enforced against, and any Action, claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the transactions contemplated hereby may only be made only brought against (and are those solely of) the Persons entities that are expressly identified 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 preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyimmediately preceding sentence, including any currentno past, former present or future director, officer, employee, incorporator, member, partner, managerpartners (general or limited), stockholder, equityholdercontrolling person, Affiliate, agent, attorney, representative, financing source, heir advisor or assignee ofrepresentative of any party hereto, or any financial advisor or lender topast, or successor to, any Contracting Party, or any current, former present or future director, officer, employee, incorporator, member, partner, managerpartners (general or limited), stockholder, equityholdercontrolling person, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any representative of the foregoing (collectively, the “Nonparty AffiliatesSpecified Persons”), ) shall have any liability, obligations, claims liability for any obligations or causes liabilities of action any party hereto under this Agreement or for any claim based uponon, in respect of, arising under, or by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretotransactions contemplated hereby.

Non-Recourse. All Except as expressly set forth in any other Transaction Agreement (including, but not limited to, any letter of transmittal), all claims, obligations, liabilities and Liabilities, or causes of action (whether at law, in equity, in Contract, in tort or otherwise) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating relate in any manner to this Agreement Agreement, or the negotiation, execution, or performance of this Agreement, may be made only against (and are those solely of) the Persons parties that are expressly identified as parties in the preamble and signatories to this Agreement and the successors and assigns thereof (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equityholder, incorporator, controlling Person, general or limited partner, member, Affiliate, director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir consultant or assignee representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future equityholder, incorporator, controlling Person, general or limited partner, Affiliate, director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir consultant or assignee representative of, or and any financial advisor or lender to, or successor to, any of the foregoing or any of their respective successors, predecessors or assigns (collectively, the “Nonparty Non-Party Affiliates”), shall have any liabilityliability (whether in law or in equity, whether in Contract or in tort or otherwise) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing its negotiation, execution, performance, or breach (other than as expressly set forth in any other Transaction Agreement (including, but not limited to, any letter of transmittal)), including any alleged non-disclosure or misrepresentations made by any such Person or as a result of the corporate veiluse or reliance on any information, documents or materials made available by or through a claim by or on behalf of any party hereto or otherwisesuch Person, and, to the maximum extent permitted by Applicable Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in any other Transaction Agreement (including, but not limited to, any letter of transmittal)) against any such Nonparty Non-Party Affiliates; provided that, for clarity, no party to any other Transaction Agreement (including, but not limited to, any letter of transmittal) shall be deemed a Non-Party Affiliate with respect to such documents to which it is a party. Without limiting the foregoing, to the maximum extent permitted by Applicable Law, except to the extent otherwise expressly set forth in any other Transaction Agreement (a) each Contracting Party hereby waives and releases including, but not limited to, any and all rightsletter of transmittal), claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party Parent disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to This Section ‎8.11 shall survive the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any consummation of the other agreements or documents Merger, is intended to benefit and may be entered into among any enforced by Non-Party Affiliates and shall be binding on all successors and assigns of Parent and the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoSurviving Entity.

Non-Recourse. All claimsNotwithstanding anything that may be expressed or implied in this Agreement, obligations, liabilities and causes of action based upon, other than in respect ofof Fraud, arising under, by reason of, the Company agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with, or relating in any manner to with this Agreement may shall be made only had against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyany former, including any current, former current or future director, officer, employee, incorporator, Affiliate, member, manager, partner, manager, stockholder, equityholder, Affiliateequity holder, agent, attorney, representative, financing source, heir attorney or assignee of, representative of any Parent Equityholder or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir successor or permitted assignee of, or of any financial advisor or lender to, or successor to, Parent Equityholder (excluding any Parent Equityholder who may be deemed to be a Non-Recourse Party of the foregoing another Parent Equityholder other than in its role as a Parent Equityholder itself) (collectively, “Nonparty AffiliatesNon-Recourse Parties”), as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall have attach to, be imposed on or otherwise be incurred by any liabilityNon-Recourse Parties, obligationsas such, claims for any obligation of any Parent Equityholder under this Agreement or causes of action any documents or instruments delivered in connection with this Agreement for any claim based uponon, in respect of, arising under, of or by reason of, in connection withof such obligations or their creation, or relating in any manner to otherwise by reason of this AgreementAgreement or its negotiation or execution or the transactions contemplated hereby, whether by or through attempted piercing of and the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to Company (and at and following the maximum extent permitted by Law, each Contracting Party hereby Closing the Surviving Corporation) waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty AffiliatesNon-Recourse Parties. Without limiting None of the foregoing, Financing Sources will have any liability to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands Parent or causes of action that may otherwise be available at Law its Affiliates relating to or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance arising out of this Agreement or any representation the Debt Financing, whether at law or warranty made by a Nonparty Affiliate inequity, in connection withcontract, in tort or as an inducement to this Agreement. Notwithstanding anything to the contrary hereinotherwise, no party hereto hereby waives and neither Parent nor any right to enforce of its Affiliates will have any rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or claims against any of the other agreements or documents to be entered into among any Financing Sources. Each of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other Non-Recourse Parties is expressly intended as a third party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any beneficiary of the terms thereof, against any other party theretothis provision of this Agreement.

Non-Recourse. All claimsEach Investor (on behalf of itself, obligationsits Affiliates, liabilities and causes of action based uponany Person claiming by, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the foregoing) covenants and agrees that it shall not institute, and shall cause its Representatives and Affiliates not to bring, make or institute any party hereto action, claim, proceeding (whether based in contract, tort, fraud, strict liability, other laws or otherwise, andat law or in equity) arising under or in connection with this Agreement or any other agreement executed or delivered in connection herewith, to any Proposal or the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations Transaction against any of the other Investors’ Non-Recourse Parties and that none of the other Investors’ Non-Recourse Parties shall have any liability or obligations (whether based in contract, tort, fraud, strict liability, other laws or otherwise) to such Nonparty Investor, any of its Representatives or Affiliates (or any Person claiming by, through or on behalf of such Investor 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, any Proposal or the Transaction; provided, however, the foregoing shall in no way limit or restrict an Investor’s rights and remedies under the Confidentiality Agreement. Without limiting the generality of the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise conceivable under applicable law (and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect subject only to the performance specific contractual provisions of this Agreement or any representation agreement executed or warranty made by a Nonparty Affiliate in, delivered in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreementherewith), the Merger Agreement or any each Investor (on behalf of the other agreements or documents to be entered into among any of the Investorsitself, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party theretoits Affiliates, and any exhibitsPerson claiming by, schedules, through or other attachment thereto and any documentation implementing any on behalf of the terms thereofforegoing) hereby waives, against releases and disclaims any other party theretoand all rights in respect of any such actions, claims, proceedings, obligations and liabilities.

Non-Recourse. All claimsOther than with respect to Retained Claims, obligationsthis Agreement may only be enforced against, liabilities and causes any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement may only be made only against (and are those solely of) brought against, the Persons entities that are expressly identified named as parties in Parties hereto and then only with respect to the preamble and signatories specific obligations set forth herein with respect to such Party. Except to the extent a named Party to this Agreement (and then only to the “Contracting Parties”extent of the specific obligations undertaken by such named Party in this Agreement and not otherwise). No Person who is not a Contracting Party, including no financing source of the Buyer or any currentpast, former present or future director, officer, stockholder, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir agent or assignee of, or attorney of any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”)Party to this Agreement, shall have any liabilityLiability (whether in contract, obligationstort, claims equity or causes otherwise) for any one or more of action the representations, warranties, covenants, agreements or other obligations or Liabilities of any Party under this Agreement (whether for indemnification or otherwise) of or for any claim based uponon, in respect of, arising under, or by reason of, in connection withthe Transactions, or relating in except for claims that the Seller Parties may assert: (i) against any manner to this AgreementPerson that is party to, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, and solely pursuant to the maximum extent permitted by Lawterms of, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations confidentiality agreements with Seller Parent; (ii) against any such Nonparty Affiliates. Without limiting the foregoing, parties to the maximum extent permitted by LawLimited Guarantee (and their legal successors and assigns of their obligations thereunder) under, in accordance with and subject to the terms of, the Limited Guarantee; (aiii) each Contracting Party hereby waives against Buyer to cause Buyer to obtain specific performance against Investor under the Equity Commitment Letter to fund Investor’s commitment thereunder in accordance with and releases any subject to the terms thereof and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise Section 13.14; and (biv) each Contracting Party disclaims any reliance upon any Nonparty Affiliates against the Buyer in accordance with respect and pursuant to the performance terms of this Agreement or any representation or warranty made by a Nonparty Affiliate in, (the claims described in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreementsclauses (i) through (iv) collectively, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement“Retained Claims”), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligationsand any claim, liabilities and causes of action or legal proceeding that may be based upon, in respect of, arising upon or under, by reason of, in connection witharise out of or relate to this Agreement, or relating in any manner to the negotiation, execution or performance of this Agreement may only be made only against (and are those solely of) the Persons entities that are expressly identified as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party; provided, that the foregoing shall not be deemed to limit any enforcement against, and any claim, action or legal proceeding against the Investors under the Equity Commitment Letter or the Guarantee, in each case, pursuant to and in accordance with the terms thereof. No Parent Related Party (other than Parent and Merger Sub to the extent set forth in this Agreement and the Investors to the extent set forth in the preamble Equity Commitment Letter and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), Guarantee) shall have any liabilityliability for any obligations or liabilities of any party hereto under this Agreement or for any Action (whether at law, obligationsin equity in tort, claims in contract or causes of action otherwise) based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreementherewith. Notwithstanding anything to the contrary herein, the Company (on behalf of itself and the Company Non-Recourse Parties) agrees that (A) no party hereto hereby waives Financing Source shall have any right liability or obligation to enforce its rights granted hereunder the Company or granted under the Closing Agreements, the Governance Agreements, the Letter any Company Non- Recourse Party relating to or arising out of this Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement)Debt Commitment Letter, the Merger Agreement Debt Financing or the transactions contemplated herein and therein under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity, and (B) neither the Company nor any Company Non-Recourse Party shall be entitled to bring, and the Company shall cause all the Company Non-Recourse Parties not to bring, and shall in no event support, facilitate, encourage or take any action, suit or other legal proceeding of any nature (under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity) against any Financing Source with respect to, arising out of, relating to or in connection with, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and the Company shall cause any such action, suit or other agreements or documents legal proceeding to be entered into among dismissed with prejudice as promptly as practicable after such termination. Nothing in this Section 7.16, Section 6.5 or any other provision of this Agreement shall (i) limit the liability or obligations of the InvestorsFinancing Sources to Parent and its Affiliates (and its or their permitted successors and assigns, the Parent Entities, including the Company Entities after giving effect to the Merger) under the Debt Commitment Letter or the definitive agreements related thereto or (ii) operate as a waiver by Parent and its Affiliates (and its or their respective Affiliates in connection with permitted successors and assigns, including the Transactions against Company after giving effect to the Merger) of any other party theretoclaims, and any exhibitscauses of action, schedules, obligations or other attachment thereto and any documentation implementing any of the terms thereof, against any other party losses arising thereunder or related thereto.

Non-Recourse. All claimsWithout 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, obligations, liabilities and causes (a) any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the Transaction (including the Debt Financing) may only be made only brought against (and are those solely of) the Persons that are expressly identified named as parties in hereto, and then only with respect to the preamble and signatories to this Agreement specific obligations set forth herein, (the “Contracting Parties”). No Person who is not a Contracting Partyb) no former, including any current, former current or future directordirect or indirect equity holders, officercontrolling Persons, employeestockholders, incorporatordirectors, memberofficers, partneremployees, manageragents, stockholderaffiliates, equityholdermembers, Affiliatemanagers, agentgeneral or limited partners or assignees of the Company, attorney, representative, financing source, heir Parent or assignee of, the Purchaser or any financial advisor of their respective affiliates nor any Financing Source or lender toformer, current or successor tofuture direct or indirect equity holders, controlling Persons, stockholders, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of any Contracting Party, Financing Source or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing their respective affiliates (collectively, “Nonparty AffiliatesNon-Party Persons”), ) shall have any liabilityliability or obligation for any of the representations, obligationswarranties, claims covenants, agreements, obligations or causes liabilities of action the Company, Parent or the Purchaser under this Agreement or of or for any action, suit, arbitration, claim, litigation, investigation, or proceeding based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby (including the breach, termination or failure to consummate such transactions), in connection witheach case whether based on Contract, tort, strict liability, other Laws or relating in any manner to this Agreement, otherwise and whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any a party hereto or another Person or otherwise, and, to the maximum extent permitted by Law, and (c) each Contracting Party hereby party hereto waives and releases all such liabilities, claims, causes of action liabilities and obligations against any such Nonparty AffiliatesNon-Party Persons. Without limiting (Signature page follows) Table of Contents IN WITNESS WHEREOF, Parent, the foregoingPurchaser 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 respective Subsidiaries on all matters properly presented to the stockholders of the Company; (ii) there shall be any Law or Order enacted, entered, enforced, promulgated or which is deemed applicable by pursuant to an authoritative interpretation by or on behalf of a Governmental Authority of competent jurisdiction with respect to the Offer or the Merger, which has the effect of making illegal, enjoining, or prohibiting the consummation of the Offer and the Merger; (iii) (A) any representation or warranty 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 maximum extent permitted 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 Lawthe 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) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement and (as defined in the Letter Agreement c)(ii) shall not be waivable and as specifically amended or superseded may not be waived by the Letter Agreement), Purchaser. Any reference in this Annex I or the Merger Agreement or 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 other agreements or documents 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 be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretotime.

Non-Recourse. All claims, obligations, liabilities and liabilities, or causes of action (whether at Law, in equity, in contract, in tort, 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 this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Parties. No Person who is not a Party, including any current, former, or future equityholder, incorporator, controlling person, general or limited partner, member, Affiliate, assignee, or Representative of any Party, or any current, former, or future equityholder, incorporator, controlling person, general or limited partner, Affiliate, assignee, or Representative of any of the foregoing or any of their respective successors, predecessors, or assigns (or any successors, predecessors, or assigns of the foregoing) (collectively, the “Non-Party Affiliates”), shall have any liability (whether at Law, in equity, in contract, in tort, or otherwise) for any claims, causes of action, obligations, or liabilities arising under, by reason out of, in connection with, or relating related in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based uponon, in respect of, arising under, or by reason ofof this Agreement or its negotiation, in connection withexecution, performance, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwisebreach, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available (whether at Law or Law, in equity, in contract, in tort, or granted by statuteotherwise), to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise, in each case arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach, and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary hereincontained herein or otherwise, after the Closing, no party hereto hereby waives any right Party may seek to enforce its rights granted hereunder rescind or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger terminate this Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoTransactions.

Non-Recourse. All claims(a) This Agreement may only be enforced against, obligations, liabilities and causes of action based upon, any Action (whether in respect of, arising under, by reason of, contract or in connection withtort or otherwise, or relating whether at law (including at common law or by statute) or in any manner equity) that may be based on, arise out of or relate to this Agreement or the negotiation, execution, performance or subject matter hereof, may only be made only brought against (the Parties and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”)Unitholders. No Person who is not a Contracting PartyParty (other than the Unitholders), including any currentpast, former present or future directorRepresentative of any of the Company, officerthe RCP Parties, employeethe GA Parties, incorporatorthe Blockers, memberthe Blocker Sellers or any of their respective Affiliates, partnerin each case, managerother than any Party, stockholdershall have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Purchaser or any other Person resulting from (nor shall Purchaser have any claim with respect to) (i) the distribution to Purchaser, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee Purchaser’s use of, or any financial advisor or lender to, or successor toreliance on, any Contracting Partyinformation, documents, projections, forecasts or any currentother material made available to Purchaser in the Dataroom or otherwise, former confidential information memoranda or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee management presentations in expectation of, or any financial advisor or lender toin connection with, the transactions contemplated by this Agreement, or successor to, (ii) any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action claim based uponon, in respect of, arising under, or by reason of, in connection with, the sale and purchase of the Company or relating in any manner the Blockers pursuant to this Agreement, whether including any alleged non-disclosure or misrepresentations made by or through attempted piercing any such Persons, in each case, regardless of the corporate veillegal theory under which such liability or obligation may be sought to be imposed, by whether sounding in contract or through a claim by tort, or on behalf of any party hereto whether at law or in equity, or otherwise, and, to the maximum extent permitted by Law, ; and each Contracting Party hereby waives and releases all such liabilities, claims, causes of action liabilities and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and Persons. (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect Notwithstanding anything herein to the performance contrary, the Company, the Blockers and the Blocker Sellers (each, on behalf of itself and each of their respective Representatives (collectively, the “Debt Financing Related Parties”)) hereby waives any rights or claims against any Debt Financing Source in connection with this Agreement, the Debt Financing or the Debt Commitment Letter, whether at law or equity, in contract, in tort or otherwise, and the Company, the Blockers and the Blocker Sellers (each, on behalf of itself and each of its Debt Financing Related Parties) agrees not to commence any Action against any Debt Financing Source in connection with this Agreement or the transactions contemplated hereunder (including any representation Action relating to the Debt Financing or warranty made by a Nonparty Affiliate in, the Debt Commitment Letter); provided that nothing in this Section 11.16(b) shall in any way limit or qualify the obligations and liabilities of the Debt Financing Sources to Purchaser thereunder or in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretotherewith.

Non-Recourse. All claims(a) Notwithstanding anything that may be expressed or implied in this Agreement or any Ancillary Document to the contrary, by its acceptance of the benefits of this Agreement, Buyer, on behalf of itself and the Buyer Related Parties (including, after the Closing, the Group Companies) covenants, agrees and acknowledges that, notwithstanding that the equity holders of Seller or the Company or their respective managing members or general partners may be partnerships or limited liability companies, Buyer and the Buyer Related Parties (including, after the Closing, the Group Companies) have no right of recovery under this Agreement or any Ancillary Document, or any claim based on such liabilities, obligations, liabilities or commitments against, and causes no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of action based uponany of Seller, in respect of, arising under, by reason of, in connection withthe Company, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyformer, including any current, former current or future stockholder, controlling Person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Affiliate or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, agent of any of the foregoing Persons, or any of their successors or permitted assigns (collectively, each a “Nonparty AffiliatesSeller Non-Party Affiliate”), shall have any liability, obligations, claims whether directly or causes of action based upon, in respect of, arising under, by reason of, in connection withthrough a Group Company, or relating in any manner to this Agreementotherwise, 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, by or through a claim by or on behalf of a Group Company against any party hereto Seller Non-Party Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise, andall of which are hereby fully and irrevocably waived by ▇▇▇▇▇ (on behalf of itself and the Buyer Related Parties (including, to after the maximum extent Closing, the Group Companies)). Without limiting the foregoing, no claim or other Action will be brought or maintained by Buyer or any Buyer Related Party (including, effective as of the Closing, the Group Companies) or any of their respective successors or permitted assigns against any Seller Non-Party Affiliate, and no recourse will be brought or granted against any of them, by Lawvirtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, each Contracting Party warranties, covenants or agreements set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of Seller, the Company or any other Person delivered hereunder, the business or the ownership, operation, management, use or control of the business of the Group Companies, any of their assets, or any actions or omissions at, or prior to, the Closing, and Buyer, on behalf of itself and the Buyer Related Parties (including, effective as of the Closing, the Group Companies) hereby fully and irrevocably waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty Seller Non-Party Affiliates. Without limiting . (b) Notwithstanding the foregoingforegoing provisions of Section 10.16(a) to the contrary, (i) nothing set forth in Section 10.16(a) shall prohibit a Party to this Agreement or a party to any Ancillary Document from bringing a claim against another Party to this Agreement or a party to an Ancillary Document, in each case, solely in such Person’s capacity as a Party to this Agreement or a party to such Ancillary Document, as applicable, and subject, in each case, to the maximum terms and conditions set forth in this Agreement or such Ancillary Document, as applicable, and then solely to the extent permitted by Lawof such Person’s obligations as a Party to this Agreement or a party to such Ancillary Document, as applicable. (ac) each Contracting Party hereby waives and releases any and all rightsNotwithstanding anything in this Agreement to the contrary, claims, demands or causes of action that may otherwise be available at Law or nothing set forth in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party Section 10.16(a) or otherwise impose liability of a Contracting Party on in any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance provision of this Agreement shall prohibit any claim for Fraud against any Seller Non-Party Affiliate (and any direct or any representation indirect equityholder of such Seller Non-Party Affiliate that is an investment fund or warranty made by a Nonparty Affiliate inalternative investment vehicle). (▇) ▇▇▇▇▇ acknowledges and agrees that the agreements contained in this Section 10.16 are an integral part of the Transactions and that, without the agreements set forth in connection withthis Section 10.16, or as an inducement to Seller and the Company would not enter into this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of otherwise agree to consummate the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoTransactions.

Non-Recourse. All claimsActions, obligations, liabilities and Liabilities or causes of action (whether in contract or in tort, in law or in equity or granted by statute) that may be based upon, in respect of, arising arise under, out of 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 relating in any manner to as an inducement to, this Agreement Agreement), may be made against only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories Parties to this Agreement (the “Contracting Parties”). No Other than in the case of fraud, no Person who is not a Contracting Party, including any current, former or future director, officer, employee, consultant, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, consultant, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liabilityLiability (whether in contract or in tort, obligationsin law or in equity, claims or granted by statute) for any claims, causes of action based upon, in respect of, or Liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of the corporate veilits negotiation, by execution, performance or through a claim by or on behalf of any party hereto or otherwisebreach, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) other than in the case of fraud, each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability 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, undercapitalization or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, with or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claims(a) Subject to Section 9.3(f) and Section 11.18(b), notwithstanding anything that may be expressed or implied in this Agreement or any Ancillary Document to the contrary, by its acceptance of the benefits of this Agreement, Buyer, on behalf of itself and the Buyer Related Parties (including, after the Closing, the Group Companies) covenants, agrees and acknowledges that, notwithstanding that the equity holders of Seller or the Company or their respective managing members or general partners may be partnerships or limited liability companies, Buyer and the Buyer Related Parties (including, after the Closing, the Group Companies) have no right of recovery under this Agreement or any Ancillary Document, or any claim based on such liabilities, obligations, liabilities or commitments against, and causes no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of action based uponany of Seller, in respect of, arising under, by reason of, in connection withthe Company, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyformer, including any current, former current or future stockholder, controlling Person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Affiliate or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, agent of any of the foregoing Persons, or any of their successors or permitted assigns (collectively, each a “Nonparty AffiliatesSeller Non-Party Affiliate”), shall have any liability, obligations, claims whether directly or causes of action based upon, in respect of, arising under, by reason of, in connection withthrough a Group Company, or relating in any manner to this Agreementotherwise, 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, by or through a claim by or on behalf of a Group Company against any party hereto Seller Non-Party Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise, andall of which are hereby fully and irrevocably waived by Buyer (on behalf of itself and the Buyer Related Parties (including, after the Closing, the Group Companies)). (b) Notwithstanding the foregoing provisions of Section 11.18(a) to the contrary, nothing set forth in Section 11.18(a) shall prohibit a Party to this Agreement or a party to any Ancillary Document from bringing a claim against another Party to this Agreement or a party to an Ancillary Document, in each case, solely in such Person’s capacity as a Party to this Agreement or a party to such Ancillary Document, as applicable, and subject, in each case, to the maximum extent permitted by Law, each Contracting Party hereby waives terms and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or conditions set forth in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by such Ancillary Document, as applicable, and then solely to the extent of such Person’s obligations as a Nonparty Affiliate in, in connection with, or as an inducement Party to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any a party to such Ancillary Document, as applicable. (c) ▇▇▇▇▇ acknowledges and agrees that the agreements contained in this Section 11.18 are an integral part of the other Transactions and that, without the agreements or documents to be entered into among any of the Investorsset forth in this Section 11.18, the Parent Entities, Seller and the Company Entities would not enter into this Agreement or their respective Affiliates in connection with otherwise agree to consummate the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoTransactions.

Non-Recourse. All claimsExcept in the case of Fraud, obligationsnotwithstanding anything to the contrary contained herein or otherwise but subject to the final sentence of this Section 11.17, liabilities this Agreement may only be enforced against, and any claims or causes of action that may be based upon, in respect of, arising under, by reason of, in connection witharise out of or relate to this Agreement, or relating in any manner to the negotiation, execution or performance of this Agreement or the Contemplated Transactions, may only be made only against (and are those solely of) against, the Persons that are expressly identified as parties in the preamble and signatories their capacities as parties to this Agreement (the “Contracting Parties”). No Person who is not a Contracting PartyAgreement, including any currentand no former, former current or future stockholders, equity holders, controlling persons, Debt Financing Source, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir agent or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesNon-Party”), shall ) will have any liabilityliability for any obligations or liabilities of the parties or for any claim (whether in tort, obligations, claims contract or causes of action otherwise) based uponon, in respect of, arising under, or by reason of, the Contemplated Transactions (including the Debt Financing) or in respect of any representations made or alleged to be made in connection withherewith. Except in the case of Fraud, or relating in any manner to this Agreement, whether by or through attempted piercing of without limiting the corporate veil, by or through a claim by or on behalf rights of any party hereto against the other parties, in no event will any party or otherwiseany of its Affiliates seek to enforce this Agreement against, andmake any claims for breach of this Agreement against, or seek to recover damages from, or exercise remedies against, any Non-Party, in each case, subject to the final sentence of this Section 11.17. Notwithstanding the foregoing, nothing in this Section 11.17 will (a) preclude any party to another Ancillary Agreement, the Equity Commitment Letters, the Limited Guarantees or the Confidentiality Agreement from making any claim thereunder, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands therein or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting limit (i) the liability or obligations of the Debt Financing Sources to any Buyer Party disclaims and its Affiliates under the Debt Commitment Letter or any reliance upon any Nonparty Affiliates with respect definitive documents related to the performance of this Agreement Debt Financing or (ii) any representation Buyer Related Party’s rights and remedies under the Debt Commitment Letter or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything the definitive documents related to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoDebt Financing.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes any claim or cause of action Action based upon, in respect of, arising under, by reason out of, or in connection with, or relating related in any manner to this Agreement or the transactions contemplated hereby may only be made only against (and are those solely of) brought against, the Persons entities that are expressly identified named as parties Parties in the preamble and signatories to of this Agreement (the “Contracting Parties”)) and then only with respect to the specific obligations set forth herein with respect to such Contracting Party. No Person who that is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Representative or assignee of, Affiliate of any Contracting Party or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesAffiliate”), shall have any liabilityLiability (whether in contract, obligationstort, claims at law or in equity, or granted by statute or otherwise) for any claims, causes of or action or other obligations or Liabilities arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby, or based uponon, in respect of, arising under, or by reason ofof this Agreement or its negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to breach. To the maximum extent permitted by applicable Law, (a) each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action and obligations other obligations, in each case arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach, against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (ab) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories \\4141-5696-8778 v37 of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise, in each case arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach, and (bc) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claims, obligations, liabilities and or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising 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 relating in any manner to as an inducement to, this Agreement Agreement) and the transactions contemplated hereby, may be made made, subject to Section 10.01, only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties “Parties” in the preamble and signatories to this Agreement or who are party to the other Transaction Documents (the “Contracting Parties”), except in the case of Fraud. No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor (including any debt financing source) to, any Contracting Party, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liabilityliability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or the transactions contemplated hereby or based on, whether in respect of, or by reason of this Agreement or through attempted piercing its negotiation, execution, performance, or breach of this Agreement and the corporate veiltransactions contemplated hereby, by or through a claim by or on behalf except in the case of any party hereto or otherwiseFraud, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rightsexcept to the extent otherwise set forth in the Confidentiality Agreement, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no Nonparty Affiliates are express third party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 12.17.

Non-Recourse. All claimsEach party agrees, obligationson behalf of itself and its Related Parties, liabilities and causes of action based uponthat all Proceedings (whether in Contract or in tort, in respect of, arising under, by reason of, Law or in connection withequity or otherwise, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former granted by statute or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreementotherwise, 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 any party hereto other theory or doctrine, including alter ego or otherwise) that may be based upon, andin respect of, to the maximum extent permitted arise under, out or by Lawreason of, each Contracting Party hereby waives and releases all such liabilitiesbe connected with, claims, causes of action and obligations against or relate in any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, manner to: (a) each Contracting Party hereby waives and releases this Agreement, any and all rights, claims, demands of the other Transaction Documents or causes of action that may otherwise be available at Law the Merger (including the Financing) or in equity, any other transactions contemplated hereunder or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and thereunder; (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the negotiation, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made by a Nonparty Affiliate in, 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 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 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 (including the Financing) or any other transactions contemplated hereunder or under any other Transaction Document will be sought or had against the other Person, or its Related Parties, and no other Person, including any Related Party, will have any liabilities or obligations, for any claims arising under, out of, in connection with or related to the items in the immediately preceding clauses (a) through (d), except for claims that (i) the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following 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 7.3(f), Section 7.3(g), Section 8.5(b) and this Section 8.16) (A) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreements; (B) against each Equity Investor under, if, as and when required pursuant to the terms and conditions of its 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 pursuant to the terms and conditions of, Section 6 of the Equity Commitment Letters; or (D) against the Company, Parent and Merger Sub in accordance with, and pursuant to the terms and conditions of, this Agreement, or (ii) the third parties identified as third party beneficiaries in Section 8.13 may assert solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger this Agreement or any of the other agreements Transaction Documents, no Parent Related Party will be responsible or documents to liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be entered into among alleged as a result of this Agreement or any of the Investors, other Transaction Documents (excluding under the Parent Entities, Confidentiality Agreements in accordance with their terms) or the Company Entities or their respective Affiliates in connection with Merger (including the Transactions against any other party thereto, and any exhibits, schedulesFinancing), or other attachment thereto and any documentation implementing the termination or abandonment of any of the terms thereof, against any other party theretoforegoing.

Non-Recourse. All claims, obligations, liabilities and causes of action based uponExcept to the extent otherwise expressly set forth in the Confidentiality Agreement (and, in each case, subject to the respective terms, conditions and limitations therein and with respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified named as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”thereto), shall have any liabilityall claims, actions, obligations, claims Liabilities, Litigation or causes of action (in each case whether based uponon contract, in respect of, arising undertort or strict liability, by reason ofthe enforcement of any assessment, in connection withby any Litigation, or relating in by virtue of any manner to this Agreement, Law and whether by or through any attempted piercing of the corporate veil, by or through a claim by or on behalf of any a party hereto or another Person or otherwise) that may be based upon, in respect of, arise under, out or by reason of, in connection with or related 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 only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (and their successors and permitted assigns). No Person who is not a party hereto, including any past, present or future incorporator, member, partner, stockholder, equityholder, Affiliate, manager, officer, director, employee, accountant, counsel, consultant, advisor, representative, agent or assignee of, and any financial advisor or Financing Source to, any party hereto, or any past, present or future incorporator, member, partner, stockholder, equityholder, Affiliate, manager, officer, director, employee, accountant, counsel, consultant, advisor, representative, agent or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any Litigation, by virtue of any Law and whether by or through any attempted piercing of the corporate veil, by or through a claim by or on behalf of a party hereto or another Person or otherwise) for any claims, actions, obligations, Liabilities, Litigation or causes of action arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach, and, to the maximum extent permitted by Law, each Contracting Party party hereto hereby waives and releases all such liabilities, claims, actions, obligations, Liabilities, Litigation and causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Confidentiality Agreement (a) and subject to the respective terms, conditions and limitations therein and with respect to only the Persons expressly named as parties thereto and their successors and permitted assigns), each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party party hereto disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, with or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claimsNotwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, obligationsby execution hereof, liabilities each of the Parties covenants, agrees and causes acknowledges it has no, and no other Person has any, rights of action recovery whatsoever under this Agreement against, or any claim (whether in tort, contract or otherwise) based uponon, in respect of, arising under, or by reason of, any transaction under or in connection withwith this Agreement, or relating in respect of any manner representations (whether written or oral) made or alleged to this Agreement may be made only against (in connection herewith, against, and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno personal liability whatsoever shall attach to, including be imposed upon or be incurred by, any currentformer, former current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates, members, managers or general or limited partners of any of the Parties or any former, current or future stockholder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholderadvisors, equityholderrepresentatives, Affiliate, agent, attorney, representative, financing source, heir Affiliate or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, agent of any of the foregoing (collectively, each a “Nonparty AffiliatesNon-Recourse Party”), shall have any liability, obligations, claims through such Party or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreementotherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of such Party or otherwise against any party hereto Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, andin each case, to the maximum extent permitted by Law, each Contracting other than rights of recovery and claim that a Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, has (a) each Contracting against another Party hereby waives and releases any and all rights(or its successors or assigns, claims, demands or causes including the Liquidating Entity) pursuant to the terms of action that may otherwise be available at Law or in equitythis Agreement, or granted by statuteany agreement entered into pursuant to this Agreement, to avoid or disregard including the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty AffiliateContribution Agreement, whether granted by statute or based on theories of equityPurchase Agreement and the Transition Services Agreement, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims from Guarantor (but not any reliance upon any Nonparty Affiliates with other Non-Recourse Party) under the Guarantee, and (c) in respect to of the performance of this Confidentiality Agreement or the Access Agreement (the claims described in clauses (a), (b), and (c), the “Non-Prohibited Claims”). Each of the Parties hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any representation proceeding or warranty made by a Nonparty Affiliate inbring any other claim arising under, or in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investorstransactions contemplated thereby, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoexcept for Non-Prohibited Claims.

Non-Recourse. All Except to the extent otherwise set forth in the Confidentiality Agreement, all claims, obligations, liabilities and Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising 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 relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any of the foregoing (collectively, but in each case excluding any Contracting Party, the “Nonparty Affiliates”), shall have any liabilityLiability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, Liabilities arising under, by reason out of, in connection with, or relating related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Confidentiality Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Confidentiality Agreement, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability 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 otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claimsproceedings (whether in contract or in tort, obligations, liabilities and causes of action in law or in equity) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in respect of, arising under, by reason of, or in connection with, or relating in any manner to with this Agreement or as an inducement to enter into this Agreement), may be made only against (and are those solely of) the Persons entities that are expressly identified as parties in hereto. Other than for claims for common law fraud under the preamble laws of the State of Delaware committed with the intent to deceive, each party hereby acknowledges and signatories to this Agreement (agrees that it has no right of recovery against, and no personal liability shall attach to, the “Contracting Parties”). No Person who is not a Contracting Partyformer, including any current, former current or future direct or indirect equityholders, directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners or assignees of the Shareholders or any former, current or future direct or indirect equityholder, director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir general or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporatorlimited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir assignee or assignee of, or any financial advisor or lender to, or successor to, representative of any of the foregoing (collectively, the “Nonparty AffiliatesNon-Recourse Parties”), except in each case to the extent any such Person is itself a party hereto (in which case such Person shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner not be a Non-Recourse Party as to its own obligations under this Agreement), through the Shareholders 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 or on behalf of Parent or Merger Sub against any Non-Recourse Party by the enforcement of any assessment or by any legal or equitable action, by virtue of any Law, or otherwise and each party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty AffiliatesNon-Recourse Party. Without limiting In the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases event that any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance provision of this Agreement or any representation or warranty made by provides that a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives shall cause its Affiliates and/or Representatives to take any right to enforce its rights granted hereunder action (or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended refrain from taking any action) or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents otherwise purports to be entered into among binding on such party’s Affiliates and/or representatives, such party shall be liable for any breach of the Investors, the Parent Entities, the Company Entities such provision by any such Affiliate or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoRepresentative.

Non-Recourse. All Notwithstanding anything to the contrary contained herein, (a) all claims, counter-claims, obligations, liabilities and or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out of 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 relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and are those solely of) Acuitas or XLLC, as the Persons that are expressly identified case may be, (b) no Person other than Acuitas (including without limitation any Non-Recourse Party of Acuitas) or XLLC (including without limitation any Non-Recourse Party of XLLC), as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”)case may be, shall have any liabilityliability (whether in contract or in tort, obligationsin law or in equity, claims or granted by statute) for any claims, counter-claims, causes of action based uponaction, in respect of, obligations or liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of the corporate veilits negotiation, by execution, performance or through a claim by or on behalf of any party hereto or otherwisebreach, and, (c) to the maximum extent permitted by Lawapplicable law, XLLC, on behalf of itself and its affiliates (including, after the Closing, Crede) and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each Contracting Party of the foregoing, hereby waives and releases all such liabilities, claims, counter-claims, causes of action and obligations against any such Nonparty Affiliates. Without Non-Recourse Party of Acuitas (d) to the maximum extent permitted by applicable law, Acuitas, on behalf of itself and its affiliates and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, hereby waives and releases all such liabilities, claims, counter-claims, causes of action and obligations against any such Non-Recourse Party of XLLC, (e) without limiting the foregoing, to the maximum extent permitted by Lawapplicable law, XLLC, on behalf of itself and its affiliates (including, after the Closing, Crede) and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, (ai) each Contracting Party hereby waives and releases any and all rights, claims, counter-claims, demands or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party Acuitas or otherwise impose liability of a Contracting Party Acuitas on any Nonparty AffiliateNon-Recourse Party of Acuitas, 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, undercapitalization or otherwise and (bii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Non-Recourse Party of Acuitas with respect to entering into, or the performance of of, this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement, and (f) without limiting the foregoing, to the maximum extent permitted by a Nonparty Affiliate applicable law, Acuitas, on behalf of itself and its affiliates and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, (i) hereby waives and releases any and all rights, claims, counter-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 XLLC or otherwise impose liability of XLLC on any Non-Recourse Party of XLLC, 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 (ii) disclaims any reliance upon any Non-Recourse Party of XLLC with respect to entering into, or the performance of, this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter For purposes of this Agreement, the Existing Employment Agreement “Non-Recourse Party” means, with respect to a party, any of such party’s former, current and future equityholders, controlling Persons, directors, officers, employees, agents, representatives, affiliates, members, managers, general or limited partners or assignees or successors (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement)any former, the Merger Agreement current or future equity holder, controlling Person, director, officer, employee, agent, representative, affiliate, member, manager, general or limited partner or assignee or successor of any of the other agreements or documents foregoing). The foregoing does not apply to be entered into among any the obligations of RE under Section 5.01 hereof and does not apply to the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoguaranty by RE.

Non-Recourse. All claimsNotwithstanding anything that may be expressed or implied in this Agreement, any Ancillary Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, except for Fraud actually committed (either by action, inaction or omission) by a party hereunder, Buyer covenants, agrees and acknowledges that no Persons other than the Sellers have any Liabilities, obligations, liabilities commitments (whether known or unknown or whether contingent or otherwise) hereunder, and causes that, notwithstanding that the Sellers or their respective managing members or general partners may be partnerships or limited liability companies, Buyer has no right of action based upon, in respect of, arising under, by reason of, in connection withrecovery under this Agreement, or relating in any manner to this Agreement may be made only against (claim based on such Liabilities, obligations, commitments against, and are those solely of) no personal Liability shall attach to, the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyformer, including any current, former current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of the Sellers or any former, current or future stockholder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Affiliate or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, agent of any of the foregoing (collectively, but not including the Sellers, each, a “Nonparty AffiliatesNon-Recourse Party”), shall have through any liability, obligations, claims Seller or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreementotherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Company against any party hereto Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable Proceeding, by virtue of any statute, regulation or Law or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted no claim will be brought or maintained by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement Buyer or any representation of their Affiliates or warranty made by any of their respective successors or permitted assigns against any Non- Recourse Party that is not otherwise expressly identified as a Nonparty Affiliate in, in connection with, or as an inducement party to this Agreement. Notwithstanding anything to the contrary herein, and no party hereto hereby waives any right to enforce its rights granted hereunder recourse will be brought or granted under the Closing Agreementsagainst any of them, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined by virtue of or based upon any alleged misrepresentation or inaccuracy in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement breach or nonperformance of any of the representations, warranties, covenants or agreements of any party hereto set forth or contained in this Agreement, any Ancillary Agreement, any exhibit or schedule thereto, any other agreements document contemplated hereby or documents to be entered into among thereby or any certificate, instrument, opinion, agreement or other document of the Investors, the Parent EntitiesBlocker, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, Person delivered hereunder or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothereunder.

Non-Recourse. All Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, (i) this Agreement may only be enforced against, and all claims, obligations, liabilities and causes of action action, suits or other legal proceedings (whether in contract or in tort, in Law or in equity) that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating in any manner 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 representation or warranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may be made only against (and are those solely of) the Persons entities that are expressly identified as parties in Parties, and then only with respect to the preamble specific obligations set forth herein with respect to such Party and signatories to this Agreement (the “Contracting Parties”). No ii) no Person who is not a Contracting Partynamed party to this Agreement or the other Transaction Documents, including any currentpast, former present or future director, officer, employee, incorporator, member, manager, managing member, partner, manager, stockholder, equityholderequity holder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, representative of any named party to this Agreement or the other Transaction Documents (or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing aforementioned) (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityliability (whether in contract or in tort, obligationsin Law, claims in equity, granted by statute or causes based upon any theory that seeks to impose liability of action an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Transaction Documents (as the case may be) or for any claim based uponon, in respect of, arising under, or by reason of, in connection with, of this Agreement or relating in any manner to this Agreement, whether by such other Transaction Documents (as the case may be) or through attempted piercing of the corporate veil, by negotiation or through a claim by execution hereof or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, thereof; and each Contracting Party hereby waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. The Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon on any Nonparty Affiliates Non-Party Affiliate with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claimsNotwithstanding anything that may be expressed or implied in this Agreement or any document, obligationsagreement, liabilities or instrument delivered contemporaneously herewith, and causes notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of action based uponthe benefits of this Agreement and the other Transaction Documents, covenants, agrees and acknowledges that no Persons other than the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of, arising under, by reason of, of any oral representations made or alleged to be made in connection withherewith or therewith shall be had against, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyformer, including any current, former current or future director, officer, employeeagent, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, membercontrolling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir stockholder or assignee of, member of any party (or any financial advisor of their successors or lender to, or successor to, any Contracting Party, permitted assignees) or any currentAffiliate thereof or against any former, former current or future director, officer, agent, employee, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, membercontrolling Person, fiduciary, representative, general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir manager or assignee of, or any financial advisor or lender to, or successor to, member of any of the foregoing (collectivelyforegoing, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, but in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreementeach 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 such party against such Persons and entities, by the enforcement of any party hereto assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationimposed on, or otherwise and (b) each Contracting Party disclaims be incurred by any reliance upon such Persons, as such, for any Nonparty Affiliates with respect to obligations of the performance of applicable party under this Agreement or the transactions contemplated hereby, under any representation documents or warranty made by a Nonparty Affiliate ininstruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection withherewith or therewith, or as an inducement to this Agreementfor 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 herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreementscontrary, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any liability of the other agreements or documents to Purchasers shall be entered into among any of the Investorsseveral, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretonot joint.

Non-Recourse. All claimsNotwithstanding anything to the contrary herein, obligationsand except, liabilities from and after the Closing, pursuant to the terms of the Escrow Agreement and the Indemnity Agreement, this Agreement may only be enforced against, and any claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to for breach of this Agreement may only be made only against (and are those solely of) the Persons that are expressly identified as parties in hereto and no other Person (including, without limitation, any Debt Financing Source and any Debt Financing Sources Related Party) shall have any liability for any obligations or liabilities of the preamble and signatories parties to this Agreement for any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any oral representations made or alleged to be made in connection herewith and, subject to the “Contracting Parties”). No Person who is rights of Buyer and its applicable Affiliates under the Debt Commitment Letter, the parties hereto and their former, current and future Affiliates, partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives, shareholders, members, successors and assigns, shall not a Contracting Partyhave any rights or claims against, and agree not to commence (and if commenced agree to dismiss or otherwise terminate) any action or proceeding, whether at law or equity, in contract, in tort or otherwise, against any Debt Financing Source or Debt Financing Sources Related Party in connection with this Agreement, the transactions contemplated hereby or the Debt Financing (including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee dispute arising out of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner way to, the Debt Commitment Letter or the performance thereof) and neither the Company, Newport, ▇▇▇▇▇▇▇ nor any of their former, current or future Affiliates, partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives, shareholders, members, successors and assigns shall be entitled to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf seek specific performance of any party hereto or otherwiserights of Buyer, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement Merger Sub or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement thereof to this Agreement. Notwithstanding anything to cause the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents Debt Financing to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretofunded.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes of action any Action based upon, in respect of, arising under, by reason of, out of or in connection with, or relating related in any manner to this Agreement Agreement, the other Transaction Documents (other than the Newco LLC Agreement) or the transactions contemplated hereby and thereby may only be made only against (and are those solely of) brought against, the Persons entities that are expressly identified named as parties Parties in the preamble and signatories to of this Agreement (the “Contracting Parties”)) and then only with respect to the specific obligations set forth herein with respect to such Contracting Party. No Person who that is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Representative or assignee of, Affiliate of any Contracting Party or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesAffiliate”), shall have any liabilityLiability (whether in contract, obligationstort, claims at Law or causes of action based uponin equity, in respect of, or granted by statute or otherwise) for any Actions or Liabilities arising under, by reason of, out of or in connection with, or relating related in any manner to this Agreement, whether the other Transaction Documents (other than the Newco LLC Agreement) or the transactions contemplated hereby and thereby, or based on, in respect of or by reason of this Agreement or through attempted piercing of the corporate veilits negotiation, by execution, performance or through a claim by or on behalf of any party hereto or otherwise, and, to breach. To the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by applicable Law, (a) each Contracting Party hereby waives and releases all such Actions and Liabilities against any such Nonparty Affiliates; (b) each Contracting Party hereby waives and releases any and all rights, claims, demands rights or causes of action Actions that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability 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 otherwise; and (bc) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.