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 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 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 claimsAnything herein or in any other Financing Document to the contrary notwithstanding, obligationsthe obligations of the Loan Parties under this Agreement and each other Financing Document to which each Loan Party is a party, liabilities and causes any certificate, notice, instrument or document delivered pursuant hereto or thereto, are obligations solely of action based uponsuch Loan Party and do not constitute a debt, in liability or obligation of (and no recourse shall be made with respect of, arising under, by reason of, in connection withto) any of their respective Affiliates (including Sponsor and its Affiliates), or relating in any manner to this Agreement may be made only against shareholder, partner, member, officer, director or employee of the Loan Parties or such Affiliates (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (collectively, the “Contracting Non-Recourse Parties”), except that the foregoing shall not limit the obligations or liabilities of any Non-Recourse Party under any Financing Document to which such Non-Recourse Party is a party. No Person who is not a Contracting Party, including any current, former action under 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 other Financing Document to which each Loan Party is a party shall be brought against any Non-Recourse Party, and no judgment for any deficiency upon the obligations hereunder or warranty made thereunder shall be obtainable by any Secured Party against any Non-Recourse Party, except that the foregoing shall not limit the obligations or liabilities of any Non-Recourse Party under any Financing Document to which such Non-Recourse Party is a Nonparty Affiliate in, in connection with, or as an inducement to this Agreementparty. 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 foregoing, it is expressly understood and agreed that nothing contained in this Section shall in any manner or documents way (i) restrict the remedies available to any Agent or Lender to realize upon the US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| Collateral or under any Financing Document, or constitute or be deemed to be entered into among a release of the obligations secured by (or impair the enforceability of) the Liens and security interests and possessory rights created by or arising from any Financing Document or (ii) release, or be deemed to release, any Non-Recourse Party from liability for its own willful misrepresentation, fraudulent actions, gross negligence or willful misconduct or from any of the Investors, the Parent Entities, the Company Entities its obligations or their respective Affiliates in connection with the Transactions against liabilities under 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 theretoFinancing Document to which such Non-Recourse Party is a party.

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, 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 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 claimsThis Agreement may only be enforced against, obligationsand any claim, liabilities and causes of action action, suit or other legal proceeding 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 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 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 veilentities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, by except for claims that the Company or through a claim by any of its Subsidiaries may assert in accordance with the Guarantees, the Equity Commitment Letters or on behalf the Confidentiality Agreement. Except as set forth in this Agreement, the Guarantees, the Equity Commitment Letters or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, and, in respect of or by reason of the transactions contemplated by this Agreement or in respect of any written or oral representations made or alleged to the maximum extent permitted by Law, each Contracting Party hereby waives be made in connection herewith. In furtherance and releases all such liabilities, claims, causes not in limitation of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Laweach party covenants, (a) each Contracting Party hereby waives agrees and releases any and all rights, claims, demands or causes of action acknowledges 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 no recourse under this Agreement or any representation other agreement referenced herein 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 any transactions contemplated by this Agreement shall be sought or had against any other Non-Recourse Party, except for claims that any party theretomay assert (A) against another party solely in accordance with, and any exhibitspursuant to the terms and conditions of, schedules, this Agreement or other attachment thereto and any documentation implementing any (B) pursuant to the express terms of the terms thereofGuarantees, against any other party theretothe Equity Commitment Letters or the Confidentiality Agreement.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action 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 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 (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 8.14.

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 claimsclaims (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 Transaction Documents or the negotiation, execution, performance or non-performance of this Agreement or the Transaction Documents (including any representation or warranty made in or in connection with this Agreement, the Transaction Documents or as an inducement to enter into this Agreement or the Transaction Documents) may be made by any party hereto or thereto or any express third party beneficiary of any relevant provision hereof or thereof only against (and are those solely of) the Persons 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 or the Transaction 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 Transaction Documents (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, the Transaction 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 Transaction Documents or through attempted piercing of the corporate veiltheir negotiation or execution; and each party hereto or thereto waives and releases, by or through a claim by or on behalf of any party hereto or otherwiseitself and in the case of Company, andCompany Related Parties, to and in the maximum extent permitted by Lawcase of Parent, each Contracting Party hereby waives and releases Parent Related Parties, all such liabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting ; it being understood that the foregoing, foregoing shall not restrict any claims that the Company may assert pursuant to the maximum extent permitted by Lawterms and conditions of the Confidentiality Agreement or the rights of the Company as an express third party beneficiary under the Equity Commitment Letter pursuant to the terms and conditions of the Equity Commitment Letter. Nothing in this Section 11.14, (a) each Contracting Party hereby waives and releases precludes the parties or express third party beneficiaries from exercising 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 rights under this Agreement or any representation other Transaction Document to which they are specifically a party or warranty made by a Nonparty Affiliate in, in connection with, an express third party beneficiary thereof or as an inducement to (b) limits the liability of any Non-Party Affiliates under 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 Transaction Document 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 theretowhich they are specifically a party. This Section 11.14 is subject to, and any exhibitsdoes not alter the scope or application of, schedules, or other attachment thereto Section 11.13. The parties acknowledge and any documentation implementing any agree that the Non-Party Affiliates are intended third-party beneficiaries of the terms thereof, against any other party theretothis Section 11.14.

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 claimsThis Agreement may only be enforced against, obligationsand any claim, liabilities and causes of action action, suit or other legal proceeding 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 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 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 veilentities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party, by except for claims that the Company Entities may assert in accordance with the Guarantee, the Equity Commitment Letter or through a claim by the Confidentiality Agreement. Except as set forth in this Agreement, the Guarantee, the Equity Commitment Letter, the Confidentiality Agreement, the Voting Agreement or on behalf the Rollover Agreements, no former, current or future officers, employees, directors, partners, equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, and, in respect of or by reason of the Transactions or in respect of any written or oral representations made or alleged to the maximum extent permitted by Law, each Contracting Party hereby waives be made in connection herewith. In furtherance and releases all such liabilities, claims, causes not in limitation of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Laweach party covenants, (a) each Contracting Party hereby waives agrees and releases any and all rights, claims, demands or causes of action acknowledges 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 no recourse under this Agreement or any representation other agreement referenced herein or warranty made by a Nonparty Affiliate in, in connection with any Transactions shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in accordance with, or as an inducement to this Agreement. Notwithstanding anything and pursuant to the contrary hereinterms and conditions of, no party hereto hereby waives any right this Agreement or (B) pursuant to enforce its rights granted hereunder or granted under the Closing AgreementsGuarantee, the Governance Agreements, Equity Commitment Letter or the Letter Confidentiality Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Voting 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 theretoRollover Agreements.

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, 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 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 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 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, obligations, liabilities and claims or causes of action Litigation (whether in Contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, 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, any other Transaction Document or as an inducement to enter into this Agreement or such other Transaction Document) 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 (have any shared or vicarious liability for the “Contracting Parties”)actions or omissions of any other Person. No Person who is not a Contracting Partynamed party to this Agreement, including any currentformer, former current or future director, officer, employee, incorporator, member, partner, managershareholder, stockholderoptionholder, equityholderwarrantholder, member, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, or other 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 named party to this Agreement that is not itself a named party to the foregoing Transaction Documents (collectively, “Nonparty Non-Party Affiliates”), shall have any liability, obligations, claims Liability (whether in Contract or causes of action based uponin tort, in respect of, arising under, by reason of, law or in connection withequity or otherwise, or relating in any manner to this Agreementgranted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) 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 on, in respect of, or by reason of this Agreement or through a claim by its negotiation 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 AgreementSection ‎9.13. Notwithstanding anything to the contrary contained herein, no party hereto hereby waives nothing in this Section ‎9.13 shall in any right to enforce its way limit or modify the rights granted hereunder and obligations of Parent, Merger Sub, Guarantor 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 theretounder this Agreement.

Non-Recourse. All claimsclaims (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 or any third party beneficiary of any relevant provision hereof 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. 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 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 waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting Nothing in this Section 7.13 precludes the foregoingparties or express third party beneficiaries from exercising any rights under this Agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 7.13 is subject to, to and does not alter the maximum extent permitted by Lawscope or application of, (a) each Contracting Section 7.12. The parties acknowledge and agree that the 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 7.13.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes of action any Action that may be based upon, in respect of, arising arise under, out of or by reason of, in connection with, be connected with or relating relate in any manner to this Agreement, or the negotiation, execution, performance or breach, of this Agreement, including, any representation or warranty made or alleged to have been made in, in connection with or as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made only or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties hereto in the preamble to and signatories to signature pages of this Agreement (and solely in their capacities as such and against Guarantor as provided in the “Contracting Parties”)Guarantee. No Person who is not a Contracting Partyparty hereto (including, including (a) any currentformer, former current or future directordirect or indirect equity holder, officercontrolling Person, employeemanagement company, 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, equityholderagent, Affiliate, agentassignee, attorney, representative, financing source, heir attorney or assignee representative of, or and any financial advisor or lender toto (all above-described Persons in this sub-clause (a), or successor to, any of the foregoing (collectively, “Nonparty AffiliatesAffiliated Persons”) a party hereto or any Affiliate of such party, and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto and the Guarantor (the Persons in sub-clauses (a) and (b), shall together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto and the Guarantor and any Acquiring Person (as defined in the Guarantee), “Non-Parties”) will have any liability, obligations, claims or causes of action based upon, liability whatsoever in respect of, based upon or arising under, by reason ofout of any Recourse Theory under this Agreement. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in connection withno event will any party hereto, any of its Affiliates or relating in any manner to this AgreementPerson claiming by, 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 them institute any Action under any Recourse Theory 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 AgreementNon-Party. Notwithstanding anything to the contrary hereinin this Section 10.11, no party hereto hereby waives nothing herein shall be deemed to limit any right to enforce its rights granted hereunder liabilities or granted other obligations of the Guarantor or any Acquiring Person 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 theretoGuarantee.

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 any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement and the other documents delivered pursuant hereto) may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories Parties hereto or thereto. In no event shall any named Party to this Agreement or the other documents delivered pursuant hereto have any shared or vicarious liability for the actions or omissions of any other Person (except to the “Contracting Parties”extent set forth therein). No Person who is not a Contracting Partynamed Party to this Agreement or the other documents delivered pursuant hereto (or a successor or permitted assign to such parties), 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) for any obligations or Liabilities arising under, in connection with or related to this Agreement or any other document, certificate or instrument delivered pursuant hereto or for any claim based uponon, in respect of, arising under, or by reason ofof this Agreement or any other document, in connection with, certificate or relating in any manner instrument delivered pursuant hereto (except to this Agreement, whether by the extent set forth therein) or through attempted piercing of the corporate veil, by its negotiation or through a claim by or on behalf of any party 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 liabilitiesLiabilities, 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 9.8.

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 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 claimsNotwithstanding anything to the contrary contained in this Agreement, 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, may only be made only against (the entities and are those solely of) the Persons that are expressly identified as parties Parties herein in the preamble their capacities as such and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno 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 to this Agreement 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 or in respect of any representations made or alleged to be made in connection withherewith; provided, or relating in any manner to this Agreementhowever, whether by or through attempted piercing of that nothing herein shall limit the corporate veil, by or through a claim by or on behalf obligations of any party hereto Non-Recourse Party under any Ancillary Agreement to which such Non-Recourse Party is party, even if the basis for obligations thereunder relate to or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and arise from obligations against any such Nonparty Affiliateshereunder. Without limiting the foregoingrights of any party against the other Parties hereto, in no event shall any party or any of its Affiliates 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 Agreementrecover monetary damages from, any Non-Recourse Party. Notwithstanding anything the foregoing, this Section 11.07 shall not apply to the contrary hereinSection 11.01, 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 which shall be enforceable by the Letter Agreement), Securityholder Representative in its entirety against 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 theretoSecurityholders.

Non-Recourse. All claimsClaims (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 Transaction Documents or the negotiation, execution, performance or non-performance of this Agreement or the Transaction Documents (including any representation or warranty made in or in connection with this Agreement, the Transaction Documents or as an inducement to enter into this Agreement or the Transaction Documents) may be made by any party hereto or thereto or any third party beneficiary of any relevant provision hereof or thereof 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 or the Transaction 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 Transaction Documents and the Debt Financing Sources (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 Transaction 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 Transaction 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 ; it being understood that the foregoingforegoing shall not restrict any claims that the Company may assert against the Investors, if, as and when required pursuant to the maximum extent permitted by Law, (a) each Contracting Party hereby waives terms and releases any and all rights, claims, demands conditions of the Limited Guarantee or causes the rights 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 Company as an express third party beneficiary under the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect Equity Commitment Letter pursuant to the performance terms and conditions of the Equity Commitment Letter. Nothing in this Section 11.15 (i) precludes the parties or express third party beneficiaries from exercising any rights under this Agreement or any representation other Transaction Document to which they are specifically a party or warranty made by a Nonparty Affiliate in, in connection with, an express third party beneficiary thereof or as an inducement to (ii) limits the liability or obligations of any Non-Party Affiliates under 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 Transaction Document 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 theretowhich they are specifically a party. This Section 11.15 is subject to, and any exhibitsdoes not alter the scope or application of, schedules, or other attachment thereto Section 11.14. The parties acknowledge and any documentation implementing any agree that the Non-Party Affiliates are intended third-party beneficiaries of the terms thereof, against any other party theretothis Section 11.15.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether based in contract, tort, fraud, strict liability, other laws or otherwise, at 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 the preamble and signatories introduction to this Agreement (the “Contracting Parties”or their respective successors or assignees). No Person person who is not a Contracting Partynamed party to this Agreement, including without limitation any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateaffiliate, 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 (collectively, “Nonparty Affiliates”)named party to this Agreement, 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 for any claim based uponon, in respect of, arising under, or by reason ofof this Agreement or its negotiation or execution. The Purchaser (on behalf of itself, each other Purchaser Related Party and any of their respective successors, heirs or representatives) covenants and agrees that it shall not institute, and shall cause its representatives and affiliates not to bring, make or institute any action, claim, proceeding (whether based in contract, tort, fraud, strict liability, other laws or otherwise, at law or in equity) arising under or in connection with, with this Agreement or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veiltransactions contemplated hereby or thereby against any of the Blackstone Related Parties and that none of the Blackstone Related Parties shall have any liability or obligations (whether based in contract, by tort, fraud, strict liability, other Laws or otherwise) to the Purchaser or any other Purchaser Related Party or any of their respective successors, heirs or representatives (or any person claiming by, through a claim by or on behalf of the Purchaser or any party hereto other Purchaser Related Party) thereof arising out of or otherwise, and, relating to this Agreement or any of the maximum extent permitted by Law, each Contracting Party transactions contemplated hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliatesor thereby. Without limiting the generality of the foregoing, to the maximum extent permitted by Law, under applicable 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 subject only to the performance specific contractual provisions 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 Purchaser (on behalf of itself, each other Purchaser Related Party, any person claiming by, through or on behalf of the Purchaser 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 theretoPurchaser Related Party, and any exhibitsof their respective successors, schedulesheirs or representatives) hereby waives, releases and disclaims any and all rights in respect of any such actions, claims, proceedings, obligations and liabilities against the Blackstone Related Parties. For the purpose of this Section 4.14, (i) “Purchaser Related Party” shall mean the Purchaser and each of its former, current or future general or limited partners, parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and their present and former directors, officers, members, employees, agents, attorneys, representatives, successors, beneficiaries, heirs and assigns and (ii) “Blackstone Related Party” shall mean each Seller, and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliates, employees, agents, attorneys or other attachment thereto representatives, successors, beneficiaries, heirs and any documentation implementing any of the terms thereof, against any other party theretoassigns.

Non-Recourse. All claims, obligations, liabilities and Any claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, performance or breach (whether willful, intentional or otherwise) 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 the preamble and signatories to this Agreement (the “Contracting Parties”)a Party. No Person who is not a Contracting Partynamed Party to this Agreement, including without limitation 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, 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) for any obligations or liabilities based upon, arising under, in connection with or related to this Agreement or for any claim based on, in respect of, arising underout of, related to or by reason ofof this Agreement or its negotiation, in connection withexecution, performance or relating in any manner to this Agreementbreach (whether willful, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto intentional 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 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 Affiliate 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 expressly disclaims reliance 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 Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate (or alleged to have been made) in, in connection with, or as an inducement to this Agreement. Non-Party Affiliates are expressly intended as third party beneficiaries of this Section ‎8.11. Notwithstanding anything to the contrary hereinforegoing, this Section ‎8.11 shall in no party hereto hereby waives any right to enforce its rights granted hereunder or granted under way limit the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined liabilities of Company Equityholders expressly set forth in the Company Voting and Support Agreements or Stock 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.Transmittal. 95

Non-Recourse. (a) All claimsActions (whether in contract, obligationsin tort, liabilities and causes under statute or otherwise, or based upon any theory that seeks to impose liability of action an entity against its owners or Affiliates) 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 the Ancillary Agreements, (ii) the negotiation, execution or performance of this Agreement or any Ancillary Agreement (including any representation or warranty made in connection with, or relating in as inducement to enter into, this Agreement), (iii) any manner to breach or violation of this Agreement or the Ancillary Agreements and (iv) any failure of the transactions contemplated by this Agreement or the Ancillary Agreements to be consummated, in each case of clause (i), clause (ii), clause (iii) and clause (iv), may be made brought only against (and are those solely of) the Persons that are expressly identified named as parties in hereto and thereto, as applicable, and then only to the preamble and signatories to this Agreement (extent of the “Contracting Parties”)specific obligations of such Persons set forth herein or therein. No Person who is not a Contracting Partynamed party to this Agreement or any Ancillary Agreement, 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, Related Parties of any such party to this Agreement or any financial advisor or lender toAncillary Agreement (each, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, a “Non-Party 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 uponliability (whether in contract, in respect oftort, under statute or otherwise or based upon any theory that seeks to impose liability of an entity against its owners or Affiliates) arising under, by reason out of, in connection with, with or relating related in any manner to this Agreementthe items in the immediately preceding clause (i), whether by or through attempted piercing of the corporate veilclause (ii), by or through a claim by or on behalf of any party hereto or otherwise, and, to clause (iii) and clause (iv). To the maximum extent permitted by applicable Law, each Contracting Party hereby party hereto waives and releases all such liabilities, claims, causes of action and obligations Actions against any such Nonparty AffiliatesNon-Party Affiliate. Without limiting For the foregoingavoidance of doubt, the parties hereto acknowledge and agree that the Non-Party Affiliates referred to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes herein are intended third-party beneficiaries 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 this Section 9.24(a). (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to The parties knowingly, willingly, irrevocably and expressly acknowledges and agrees that the performance agreements contained in this Section 9.24 are an integral part of the transactions contemplated by this Agreement and that, without the agreements set forth in this Section 9.24, the parties would not enter into this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement otherwise agree to this Agreement. Notwithstanding anything to consummate 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 claimsNotwithstanding anything to the contrary contained in this Agreement 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 the non-performance this Agreement, or relating in any manner to the negotiation, execution or performance of this Agreement Agreement, may only be made only against (the entities and are those solely of) the Persons persons that are expressly identified as parties in their capacities as such. No former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or affiliates (other than the preamble and signatories parties to the Merger Agreement) of any party to this Agreement (the “Contracting Parties”). No Person who is not a Contracting PartyAgreement, including or any currentformer, 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, this Agreement or in respect of any representations made or alleged to be made in connection with, or relating in with this Agreement. Without limiting the rights of any manner party against the other parties to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of in no event shall any party hereto or otherwise, and, any of its affiliates seek 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 equityenforce this Agreement against, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on 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 against, any Non-Recourse Party. Nothing in this Agreement precludes the parties or any representation Non-Recourse Parties from exercising any rights, and nothing in this Agreement shall limit the liability or warranty made by a Nonparty Affiliate inobligations of any Non-Recourse Party, 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 10(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 10(j).

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 the Lender Parties and any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorneyattorney or representative of any named party to this Agreement (together, 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 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 ; provided, however, that notwithstanding the foregoing, to nothing in this Section 8.12 shall in any way limit or modify the maximum extent permitted by Lawrights and obligations of Parent, Merger Sub or the Lender Parties under the Debt Financing Commitment (aor the Financing Agreements, when executed) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law Parent’s 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 Merger Sub’s obligations under 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 8.12.

Non-Recourse. All Except to the extent otherwise set forth in the Limited Guarantee, the Equity Commitment Letter, the Confidentiality Agreement, the Silver Lake Side Letter, the Letters of Transmittal, the Company RSU Holder Participation Agreements and the Company Optionholder Participation 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 Debt Financing Source 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 Debt Financing Source 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 Limited Guarantee, the Equity Commitment Letter, the Confidentiality Agreement, whether by the Silver Lake Side Letter, the Letters of Transmittal, the Company RSU Holder Participation Agreements and the Company Optionholder Participation Agreements, but with respect to this parenthetical, in any event excluding claims, causes of action, obligations or through attempted piercing of liabilities against the corporate veil, by Debt Financing Sources or through a claim by or on behalf of any party hereto or otherwiseAffiliates thereof), 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 Limited Guarantee, the Equity Commitment Letter, the Confidentiality Agreement, the Silver Lake Side Letter, the Letters of Transmittal, the Company RSU Holder Participation Agreements and the Company Optionholder Participation Agreements (and in any event excluding from this exception claims, causes of action, obligations or liabilities against the Debt Financing Sources or Affiliates thereof), (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 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 any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement and the other documents delivered pursuant hereto) may be made only against (and are those solely of) the Person or Persons that are expressly identified as parties in hereto or thereto. In no event shall any Party, or party to the preamble and signatories to this Agreement (other documents delivered pursuant hereto, have any shared or vicarious liability for the “Contracting Parties”)actions or omissions of any other Person. No Person who is not a Contracting Partynamed party to this Agreement or the other documents delivered pursuant hereto, including any currentpast, former present or future director, manager, officer, employee, incorporator, member, partner, manager, stockholder, equityholderequity holder, 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 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) for any obligations or liabilities arising under, in connection with or related to this Agreement or any other document, certificate, information, due diligence materials or instrument delivered in connection with the transactions contemplated hereby or pursuant hereto or for any claim based uponon, in respect of, arising under, or by reason ofof this Agreement or any other document, certificate, information, due diligence materials or instrument delivered in connection with, with the transactions contemplated hereby or relating in any manner to this Agreement, whether by pursuant hereto or through attempted piercing of the corporate veil, by its 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 9.15.

Non-Recourse. All claimsclaims (whether in Contract or in tort, obligationsin law, liabilities and causes of action in equity or otherwise) 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. No Person who that 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, claims in equity or causes otherwise, or 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 for any claim based uponon, in respect of, arising under, or by reason ofof this Agreement or its negotiation or execution; and each party hereto waives and releases, 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 itself and its respective direct or otherwiseindirect, andformer, to the maximum extent permitted by Lawcurrent or future general or limited partners, each Contracting Party hereby waives and releases stockholders, members, managers, directors, officers, employees, agents, Affiliates, Representatives or assignees, all such liabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting ; it being understood that the foregoing, foregoing shall not restrict any claims that the Company or Parent may assert pursuant to the maximum extent permitted by Lawterms and conditions of the Confidentiality Agreement. Nothing in this Section 8.15, (a) each Contracting Party hereby waives and releases precludes the parties hereto from exercising 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 rights under this Agreement or any representation other Transaction Document to which they are specifically a party or warranty made by a Nonparty Affiliate in, in connection with, an express third party beneficiary thereof or as an inducement to this Agreement. Notwithstanding anything to (b) limits the contrary herein, no party hereto hereby waives liability of any right to enforce its rights granted hereunder or granted Non-Party Affiliates 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 theretoTransaction Document to which they are specifically a party. This Section 8.15 is subject to, and any exhibitsdoes not alter the scope or application of, schedules, or other attachment thereto Section 8.15. The parties hereto acknowledge and any documentation implementing any agree that the Non-Party Affiliates are intended third-party beneficiaries of the terms thereof, against any other party theretothis Section 8.15.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in law or in equity, by statute or otherwise) that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating relate in any manner 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 ofexpressly limited to) the Persons 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, equityholderequity holder, controlling person, 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 (collectively, the “Nonparty Non-Party Affiliates”), shall have any liability, obligations, claims liability (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, by statute or granted by statuteotherwise, or based upon any theory that seeks to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliatean entity party against its owners or Affiliates, whether granted including by statute or based on through theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veilveil or undercapitalization) for any obligations or liabilities arising under, unfairnessin connection with or related to this Agreement or the other Transaction Documents (as the case may be) or for any claim based on, undercapitalizationin respect of, 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 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 other Transaction Documents (as defined in the Letter Agreement case may be) or the negotiation or execution hereof or thereof; and as specifically amended or superseded by the Letter Agreement)each Party waives and releases all such liabilities, 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 claims and obligations against any other such Non-Party Affiliates. The Parties acknowledge and agree that the Non-Party Affiliates are intended 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 8.14.

Non-Recourse. (a) All claimsActions (whether in contract, obligationsin tort, liabilities and causes under statute or otherwise, or based upon any theory that seeks to impose liability of action an entity against its owners or Affiliates) 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 (i) this Agreement or the other Transaction Documents, (ii) the negotiation, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in connection with, or relating in as inducement to enter into, this Agreement), (iii) any manner to breach or violation of this Agreement or any other Transaction Document and (iv) any failure of the transactions contemplated by this Agreement or any other Transaction Document to be consummated, in each case, may be made brought only against (and are those solely of) the Persons that are expressly identified named as parties in hereto and thereto, as applicable, and then only to the preamble and signatories extent of the specific obligations of such Persons set forth herein or therein. Subject to this Agreement (the “Contracting Parties”). No last sentence of Section 10.1, no Person who is not a Contracting Partynamed party to this Agreement or any other Transaction Document, 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, Related Parties of any such party to this Agreement or any financial advisor or lender toother Transaction Document (each, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, a “Non-Party 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 uponliability (whether in contract, in respect oftort, under statute or otherwise, or based upon any theory that seeks to impose liability of an entity against its owners or Affiliates) arising under, by reason out of, in connection with, with or relating related in any manner to this Agreement, whether by or the items in the immediately preceding clauses (i) through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to (iv). To the maximum extent permitted by applicable Law, each Contracting Party hereby party hereto waives and releases all such liabilities, claims, causes of action and obligations Actions against any such Nonparty AffiliatesNon-Party Affiliate. Without limiting For the foregoingavoidance of doubt, the parties hereto acknowledge and agree that the Non-Party Affiliates referred to herein are intended third party beneficiaries of this Section 11.19(a). This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases part of any and all rights, claims, demands direct or causes indirect stockholder of action that may otherwise be available at Law the Seller or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Buyer Party or otherwise impose liability any officer, director, employee, Representative or investor 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 party hereto. (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to The Buyer Parties knowingly, willingly, irrevocably and expressly acknowledge and agree that the performance agreements contained in this Section 11.19 are an integral part of the transactions contemplated by this Agreement and that, without the agreements set forth in this Section 11.19, the Seller would not enter into this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement otherwise agree to this Agreement. Notwithstanding anything to consummate 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 claimsNotwithstanding anything that may be expressed or implied in this Agreement, except in the case of Fraud, by its acceptance of the benefits of this Agreement, each of the parties hereto covenants, agrees and acknowledges 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, notwithstanding that the parties hereto or their respective managing members or general partners may be partnerships or limited liability companies, no party hereto has any 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 parties hereto 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 parties hereto, each, a “Nonparty AffiliatesNon-Recourse Party”), shall have through any liability, obligations, claims party hereto 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 any party hereto against any 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 except in the maximum extent permitted case of Fraud, 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 party hereto 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 other representations, warranties, covenants or agreements of any party hereto set forth or documents to be entered into among contained in this Agreement. For the avoidance of doubt, this Section 11.17 shall not limit or restrict the rights, obligations or enforceability of 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. 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”)foregoing, 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, First Merger Sub or Second Merger Sub under this Agreement or any other Transaction 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 against any such Nonparty Affiliatesliabilities 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 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 of action any Action that may be based upon, in respect of, arising arise under, out of or by reason of, in connection be connected with, or relating relate in any manner to this Agreement, or the negotiation, execution, performance or breach (whether willful, intentional, unintentional or otherwise), of this Agreement, including, without limitation, any representation or warranty made in connection with this Agreement or any of the other Operative Agreements (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made only or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties the Parties in the preamble to and signatories to signature pages of this Agreement (the “Contracting Parties”)or such Operative Agreements and solely in their capacities as such. No Person who is not a Contracting Party, including (i) 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 representative of, or and any financial advisor or lender toto (all above-described Persons in this subclause (i), collectively “Affiliated Persons”) a Party or successor toits Affiliates and (ii) any Affiliated Persons of such Affiliated Persons, any Contracting Partyand the Parties (the Persons in subclauses (i) and (ii), together with their respective successors, assigns, heirs, executors or any currentadministrators, 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, but specifically excluding the Parties, “Nonparty AffiliatesNon-Parties”), ) shall have any liability, obligations, claims or causes of action based upon, liability whatsoever in respect of, based upon or arising under, by reason ofout of any Recourse Theory. Without limiting the rights of any Party against the other Parties as set forth herein, in connection withno event shall any Party, any of its Affiliates or relating in any manner to this AgreementPerson claiming by, 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 them institute any Action under any Recourse Theory 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 AgreementNon-Party. Notwithstanding anything to the contrary contained herein, no party hereto hereby waives any right to enforce Seller agrees, on behalf of itself, its rights granted hereunder or granted under equityholders and Affiliates (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“Seller Parties”), that none of the Merger Lender Related Parties shall have any liability or obligation to the Seller Parties relating to this Agreement or any of the other agreements or documents transactions contemplated herein (including the Debt Financing). This Section 11.15 is intended to benefit and may be entered into among any enforced by the Lender Related Parties 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 theretoSeller Parties.

Non-Recourse. All claimsClaims (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 claimsExcept for any Claims for Actual Fraud committed by such Person, obligationsall Claims (whether in contract or in tort, 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 other Ancillary Documents, or the negotiation, execution or performance of this Agreement or the other Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the other Ancillary Documents or as an inducement to enter into this Agreement or the other Ancillary Documents), may be made only against (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 Except for any Claims for Actual Fraud committed by such Person, no Person who is not a Contracting Partynamed party to this Agreement or the other Ancillary 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 Ancillary Documents (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 Ancillary Agreement (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 Ancillary Agreement (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 thereof; and each 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 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 For the avoidance of doubt, none of the Financing Sources will have any liability to the contrary herein, no party hereto hereby waives any right Seller or its Affiliates 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 Debt Financing or otherwise, whether at law, or equity, in contract, in tort or otherwise, and neither the Letter Agreement and as specifically amended Seller nor any of its Affiliates will have any rights or superseded by the Letter Agreement), the Merger Agreement or claims against any of the other agreements Financing Sources hereunder or documents thereunder; provided that this sentence shall in no way limit the Company’s ability 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 theretoseek specific performance pursuant to Section 9.17.

Non-Recourse. All claimsActions (whether in contract or in tort, obligationsin Law or in equity or otherwise, liabilities and causes 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, arise out of or relate to this Voting Agreement or the negotiation, execution, performance or non-performance of this Voting Agreement (including any representation or warranty made in respect of, arising under, by reason of, or in connection with, with this Voting Agreement or relating in any manner as an inducement to enter into this Agreement Voting 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. No Person who is not a Contracting Partynamed party to this Voting 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 Voting Agreement that is not itself a named party to this Voting 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 Voting Agreement for any obligations or liabilities arising under, in connection with or related to this Voting Agreement or for any claim based uponon, in respect of, arising under, or by reason of, in connection with, of this Voting 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 to this Voting Agreement 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 Section 5(l). Nothing in this Voting Agreement precludes the parties hereto 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 Non-Party Affiliates from exercising 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 other agreement to which they are specifically a party or an express third party beneficiary thereof, and nothing in this Voting Agreement shall limit the liability or obligations of any Non-Party Affiliates under the other agreements Merger Agreement 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 theretoagreement to which they are specifically a party.

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 or any other agreement contemplated hereby 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, current or former or future director, officer, employee, incorporator, controlling person, managing member, general partner, manager, stockholdershareholder, equityholderprincipal, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, and any heir, executor, administrator, successor or any assign, 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 any other agreement contemplated hereby or based uponon, in respect of, arising under, or by reason ofof this Agreement or any other agreement contemplated hereby or their 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 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 Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be now or in the future 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 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 35.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action Litigation (whether in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to the Transaction Documents or the negotiation, execution, performance or non-performance of Transaction Documents (including any representation or warranty made in respect of, arising under, by reason of, or in connection withwith this Agreement, any other Transaction Document or relating in any manner as an inducement to enter into this Agreement or such other Transaction Document) may be made by any party hereto only against (and are those solely of) the Persons that are expressly identified as parties in hereto or thereto. In no event shall any named party to the preamble and signatories to this Agreement (Transaction Documents have any shared or vicarious liability for the “Contracting Parties”)actions or omissions of any other Person. No Person who is not a Contracting Partynamed party to the Transaction Documents (including the Financing Sources), including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholderAffiliate (disregarding for purposes of this Section 9.13, the last sentence in the definition of “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 named party to this Agreement that is not itself a named party to the foregoing Transaction Documents (collectively, including the Financing Sources) (“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 the Transaction 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 this Agreement, whether by or through attempted piercing of the corporate veil, by Transaction Documents or through a claim by their negotiation 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 AffiliatesNon-Party Affiliates (including the Financing Sources). Without limiting The parties acknowledge and agree that the foregoing, to Non-Party Affiliates (including the maximum extent permitted by Law, (aFinancing Sources) 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 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.

Non-Recourse. All claims(a) Each of the following is herein referred to as a “Buyer Non-Recourse Party”: the Equity Investor, obligationseach of the Affiliates of each Buyer Party and of each Equity Investor, each of their respective present, former and future partners, members, equityholders and Representatives, and each of the Affiliates and present, former and future partners, members, equityholders and Representatives of any of the foregoing, and each of their respective heirs, executors, administrators, successors and assigns (“Affiliates” for purposes of the definition of “Buyer Non-Recourse Party” to include the portfolio companies of investment funds advised or managed by an Equity Investor or any of their respective Affiliates), provided, however, that the term Buyer Non-Recourse Party expressly excludes the Buyer Parties, Landmark Dividend and any Person that is assigned any interest in any of this Agreement by a Buyer Party to the extent of such assignment. Except for remedies as against the Equity Investor with respect to its obligations and liabilities and causes expressly provided for under the Equity Commitment Letter, no Buyer Non-Recourse Party shall have any Liability or obligation to the Partnership Parties or their Affiliates of action based upon, in respect of, arising under, by reason of, any nature whatsoever in connection withwith or under this Agreement, or relating in the transactions contemplated hereby (including the Debt Financing), and the Partnership Parties hereby waive and release all claims of any manner such Liability and obligation. Subject to the Partnership Parties’ right to specific performance under Section 9.8, 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; provided, however, that, for the avoidance of doubt, nothing herein shall limit any rights that the Partnership Parties have under the express terms of the Equity Commitment Letter or the rights that the Buyer Parties have under the express terms of the Debt Commitment Letter. Subject to Section 9.6, each Buyer Non-Recourse Party is expressly intended as a third-party beneficiary 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 AgreementSection 9.12(a), 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 or otherwise (a) any claim of any type (whether at law or in equity, whether in contract, tort, statute or otherwise) that may directly or indirectly arise under or relate to this Agreement, the negotiation, execution, performance or breach (whether willful, intentional, unintentional or otherwise) of this Agreement or the transactions contemplated hereby (each of such above-described sources of 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 a “Recourse Theory”) may be made only or asserted solely against (and are those solely of) the Persons that are expressly identified as the parties in the preamble to and signatories to signature pages of this Agreement and solely in their capacities as such and as expressly permitted by and subject to the terms and conditions of this Agreement, and (the “Contracting Parties”). No b) no Person who is not a Contracting Partyparty hereto (including (i) any former, including any current, former current or future direct or indirect equityholder, controlling Person, management company, incorporator, member, limited or general partner, manager, director, officer, employee, incorporatoragent, member, partner, manager, stockholder, equityholderLender Related Party, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, representative of a party hereto or any financial advisor or lender toAffiliate of such party (all above-described Persons in this clause (i), 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 AffiliatesAffiliated Persons”), and (ii) any Affiliated Persons of such Affiliated Persons (the Persons in clauses (i) and (ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto and their respective successors and permitted assigns, “Non-Parties”)) has or shall have any liability, obligations, claims liability whatsoever directly or causes of action based upon, in respect of, indirectly arising under, by reason of, in connection with, under or relating in to any manner to this Agreement, whether by or through attempted piercing of Recourse Theory. Without limiting the corporate veil, by or through a claim by or on behalf rights of any party hereto against the other parties hereto, in no event shall 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 the maximum extent permitted by Lawrecover monetary damages from, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty AffiliatesNon-Party. Without limiting Notwithstanding the foregoing, this Section 17.15 shall be subject 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 AgreementSection 14.10(c)(i), 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 action, liabilities and causes of action suit, claim, investigation, or proceeding based upon, in respect of, arising under, by reason of, in connection with, out of 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 that are expressly identified named as parties in the preamble and signatories to this Agreement (and then only with respect to the “Contracting Parties”)specific obligations set forth herein with respect to such named party. No Person who is not a Contracting PartyNotwithstanding anything in this Agreement to the contrary, including any currentno past, former present or future director, officer, employeeshareholder, 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, Affiliate, agent or Advisor of any party to this Agreement or any of their successors or assigns or shareholder, incorporator, member, partner, manager, stockholderdirector, equityholderofficer, employee, Affiliate, agent, attorney, representative, financing source, heir agent or assignee of, or any financial advisor or lender to, or successor to, Advisor of any of the foregoing (collectivelyeach, other than the Company, Buyer, ▇▇▇▇▇▇ Sub or the Stockholders, a “Nonparty AffiliatesNon-Recourse Party”), shall ) will have any liabilityliability or obligations (whether in contract, obligationstort, claims equity or causes otherwise) for any of action the representations, warranties, covenants, agreements or other obligations or liabilities of any of the parties to this Agreement or for any action, suit, claim, investigation, or proceeding based upon, in respect of, arising under, by reason of, in connection with, out of or relating in any manner related to this Agreement, whether by Agreement 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 AffiliatesTransactions. Without limiting the foregoing, no claim will be brought or maintained by any party or any of its Affiliates or any of their respective successors or permitted assigns against, and no such person shall seek to the maximum extent permitted by Lawrecover monetary damages from any Non-Recourse Party, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise no recourse will be available at Law or in equity, brought or granted against any of them, by statute, to avoid or disregard the entity form virtue 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 alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the performance representations, warranties, covenants or agreements of any party hereto set forth or contained in this Agreement or any representation exhibit 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 schedule 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 theretocertificate delivered hereunder.

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 Ancillary Documents, or the negotiation, execution or performance of this Agreement or the Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the Ancillary Documents or as an inducement to enter into this Agreement or the Ancillary Documents), may be made only against (and are those solely of) the Persons entities that are expressly identified as parties in the preamble Parties and signatories to this Agreement (the “Contracting Parties”)thereto. No Person who is not a Contracting Partynamed party to this Agreement or the Ancillary Documents, including (a) any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholderequityholders (including stockholders and optionholders), Affiliate, agent, attorneyattorney or representative of any named party to this Agreement or the other Ancillary Documents, representative, financing source, heir or assignee of, or and (b) any financial advisor or lender to, or successor toDebt Financing Party, any Contracting Party, or affiliate of a Debt Financing Party and any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholderequityholders (including stockholders and optionholders), Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, or any financial advisor or lender to, or successor to, any representative 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 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 Ancillary Document (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 Ancillary 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 the contrary hereinforegoing, this Section 10.19 shall in no party hereto hereby waives way limit Buyer’s recourse against 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 Person in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any case 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 theretoFraud.

Non-Recourse. All claimsExcept and only to the extent set forth in the Equity Commitment Letter and the HIG Purchase Agreement, obligationsthis Agreement may only be enforced against, liabilities and causes a 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 brought by the expressly named party hereto and then only against with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party and to the extent a named party to the Equity Commitment Letter (and are those solely of) then only to the Persons that are expressly identified as parties extent of the specific obligations undertaken by such named party in the preamble and signatories to this Agreement (or by such named parties under the “Contracting Parties”Equity Commitment Letter). No Person who is not a Contracting Party, including any currentno present, former or future directorAffiliate, officer, director, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorneyattorney or other Representative of any party or their Affiliates shall have any Liability (whether in contract, representativein tort or otherwise) for any obligations or Liabilities of any party which is not otherwise expressly identified as a party, financing sourceand no recourse shall be brought or granted against any of them, heir by virtue of or assignee of, based upon any alleged misrepresentation or any financial advisor inaccuracy in 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, breach of any of the foregoing (collectivelyrepresentations, “Nonparty Affiliates”)warranties, shall have agreements or covenants of any liability, obligations, claims or causes of action party under this Agreement for any claim based upon, in respect of, arising under, or by reason of, the transactions contemplated by the Transaction Documents or in respect of any 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 Affiliatestherewith. 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 The provisions of this Agreement or any representation or warranty made by a Nonparty Affiliate inSection 9.7 are intended to be for the benefit of, 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 enforceable by the Letter Agreement)Affiliates, the Merger Agreement or any officers, directors, employees, incorporators, members, partners, stockholders, agents, attorneys and other Representatives referenced in this Section 9.7 and each such Person shall be a third-party beneficiary 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 9.7.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes of action any Action 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 breach (whether willful, intentional, unintentional or otherwise), of this Agreement, including any representation or warranty made or alleged to have been made in connection with, or relating in any manner to as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made only or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly identified as the parties hereto in the preamble to and signatories to signature pages of this Agreement (the “Contracting Parties”)and solely in their capacities as such. No Person who is not a Contracting Partyparty hereto (including (a) any former, including any current, former current or future direct or indirect equity holder, controlling Person, management company, incorporator, member, general or limited partner, manager, director, officer, employee, incorporator, member, partner, manager, stockholder, equityholderagent, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or and any financial advisor or lender toto (all above-described Persons in this subclause (a), 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 AffiliatesAffiliated Persons”) a party hereto or any Affiliate of such party, and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto (the Persons in subclauses (a) and (b), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto, “Non-Parties”), ) shall have any liability, obligations, claims or causes of action based upon, liability whatsoever in respect of, based upon or arising under, by reason ofout of any Recourse Theory. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in connection withno event shall any party hereto, any of its Affiliates or relating in any manner to this AgreementPerson claiming by, 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 them institute any Action under any Recourse Theory against any such Nonparty AffiliatesNon-Party. Without limiting Notwithstanding the foregoing, nothing in this Section 13.17 shall limit the rights of any Buyer Indemnified Party pursuant to the maximum extent permitted by LawArticle 11, (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 including its 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 receive payment pursuant 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 11.5.

Non-Recourse. All claimsclaims (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 or any third party beneficiary of any relevant provision hereof 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. 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, director or indirect 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 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 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 Section 2.21. The parties hereto are executing this Agreement or any representation or warranty made by a Nonparty Affiliate in, on the date set forth in connection with, or as an inducement the preamble 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 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 claimsThis Agreement may only be enforced against, obligations, liabilities and causes of action any claim or suit based upon, in respect ofon, arising under, by reason of, in connection with, out of or relating in any manner related to this Agreement or the negotiation, execution or performance of this Agreement may only be made only against (and are those solely of) brought against, the Persons that are expressly identified as parties in the preamble and signatories named Parties to this Agreement (and then only with respect to the “Contracting Parties”)specific obligations set forth herein with respect to the named Parties to this Agreement. No Person who is not a Contracting Partynamed party to this Agreement, including any currentpast, former present or future director, manager, officer, employee, incorporator, member, partner, manager, stockholder, direct or indirect equityholder, AffiliateAffiliate or Representative of the Corporation, agentthe Vendor or any of their respective Affiliates will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to the Purchaser or any other Person resulting from (nor will the Purchaser have any claim with respect to) (i) the distribution to the Purchaser or its Representatives or the Purchaser’s or its Representatives’ use of or reliance on any information, attorneydocuments, representativeprojections, financing source, heir forecasts or assignee other material made available to Purchaser in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement or (ii) any financial advisor claim based on, in respect of or lender toby reason of the sale and purchase of the Corporation, including any alleged non-disclosure or misrepresentations made by any such Persons or other Persons, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or successor to, any Contracting Partywhether at law or in equity, or otherwise; and each Party waives and releases all such liabilities and obligations against any currentsuch Persons. No Person who is not a named party to this Agreement, former including any past, present or future director, manager, officer, employee, incorporator, member, lender, partner, manager, stockholder, direct or indirect equityholder, Affiliate, agent, attorney, representative, financing source, heir Affiliate or assignee of, Representative of the Purchaser or any financial advisor of their respective Affiliates will have or lender to, be subject to any liability or successor to, indemnification obligation (whether in contract or in tort) to the Vendor or any of other Person resulting from (nor will the foregoing (collectively, “Nonparty Affiliates”), shall Vendor have any liability, obligations, claims or causes of action claim with respect to) any claim based uponon, in respect of, arising under, of or by reason ofof the sale and purchase of the Corporation, or the financing thereof, including any alleged non-disclosure or misrepresentations made by any such Persons or other Persons, in connection witheach case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or relating whether at law or in any manner to this Agreementequity, 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 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 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 theretoPersons.

Non-Recourse. All claimsNotwithstanding anything to the contrary contained herein or otherwise, obligationsexcept claims for indemnification against the Equityholders pursuant to, liabilities and subject to the terms and conditions of, Section 8.02, this Agreement may only be enforced against, and any claims or causes of action (whether in tort, contract or otherwise) 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 (the entities 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 Partyin their capacities as such and no former, including any current, former current or future stockholders, equity holders (including the Equityholders and Pre-Closing Equityholders), 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 to this Agreement 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 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 of its Affiliates 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 Equityholders), in each case, whether in tort, contract or documents to be entered into among otherwise. Nothing in this Section 10.13 shall limit any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions claim for Fraud brought 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 theretobased on such party’s Fraud.

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 or the other transaction documents to which Sellers are party, 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, 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 Debt Financing Source Related Party to, any Contracting Party (other than another 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 the Ancillary Agreements or based uponon, in respect of, arising under, or by reason ofof this Agreement or the Ancillary Agreements or their 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 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 the other transaction documents to which Sellers are party or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this AgreementAgreement or the Ancillary Agreements. Notwithstanding anything to The Parties acknowledge and agree that the contrary hereinNon-Party Affiliates are intended third-party beneficiaries of this Section 10.7. Sellers covenant and agree that they shall not institute any Action (whether based in contract, no party hereto hereby waives any right to enforce its rights granted hereunder tort, fraud, strict liability, other laws or granted otherwise) arising under the Closing Agreementsor in connection with, the Governance Agreements, the Letter this Agreement, the Existing Employment Debt Commitment Letters or the transactions contemplated hereby or thereby against the Debt Financing Source Related Parties and that the Debt Financing Source Related Parties shall not have any liability or obligations (whether based in contract, tort, fraud, strict liability, other laws or otherwise) to Sellers arising out of or relating to this Agreement, the Debt Commitment Letters or the transactions contemplated hereby or thereby. Nothing in this Agreement (as defined in including this Section 10.7) will limit the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any rights of the other agreements parties to the Equity Commitment Letters (or documents to be entered into among any the Company as an intended third party beneficiary of the Investors, Equity Commitment Letters to 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 extent set forth therein) but subject to the terms and conditions thereof, against any other party thereto.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action Action (whether in Contract or in tort, in law or in equity, based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates, or otherwise) 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 Ancillary Documents, or the negotiation, execution or performance of this Agreement or the other Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the other Ancillary Documents or as an inducement to enter into this Agreement or the other Ancillary Documents), may be made only against (and are those solely of) the Persons entities that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”)hereto or thereto, as applicable. No Person who is not a Contracting Partynamed party to this Agreement or the other Ancillary Documents, including any currentpast, former present or future director, officer, employee, incorporator, direct or indirect 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 Debt Financing Party, Cigna Equity Financing Party or Representative of any current, former named party to 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 of the foregoing other Ancillary Documents (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityliability (whether in Contract or in tort, obligationsin law or in equity, claims based upon any theory that seeks to impose liability of an entity party against its owners or causes of action Affiliates or otherwise) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Ancillary Documents (as the case may be) to which such Non-Party Affiliate is not a party or for any claim based uponon, in respect of, arising under, or by reason ofof this Agreement or such other Ancillary Documents (as the case may be) to which such Non-Party Affiliate is not a party or the negotiation or execution hereof or thereof or the transactions contemplated thereby (including the Debt Financing and the Equity Financing), 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 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 and obligations liabilities 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 in this Agreement to the contrary hereincontrary, no this Section 9.19 (a) shall not apply to Section 9.21, which shall be enforceable by the Holder Representative in its entirety against the Company Unitholders and (b) shall not limit the rights of any direct parties, or third party hereto hereby waives beneficiaries, to any right Debt Financing Commitment Letter, Definitive Debt Agreement, or the New Investment Agreement to enforce its their rights granted hereunder under such Debt Financing Commitment Letter, Definitive Debt Agreement or granted under the Closing Agreements, the Governance Agreements, the Letter New Investment 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 theretoapplicable.

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 Parent Party, obligationseach of their respective present, liabilities former and causes future partners, members, equityholders and Representatives, and each of action based uponthe Affiliates and present, former and future partners, members, equityholders and Representatives of any of the foregoing, and each of their respective heirs, executors, administrators, successors and assigns (“Affiliates” for purposes of the definition of “Parent Non-Recourse Party” to include the portfolio companies of investment funds advised or managed by a Parent Party or any of their respective Affiliates), provided, however, that the term Parent Non-Recourse Party expressly excludes the Parent Parties and any Person that is assigned any interest in respect of, arising under, any of this Agreement by reason of, a Parent Party to the extent of such assignment. No Parent Non-Recourse Party shall have any Liability or obligation to the Partnership Parties or their Affiliates of any nature whatsoever in connection withwith or under this Agreement, or relating in the transactions contemplated hereby, and the Partnership Parties hereby waive and release all claims of any manner such Liability and obligation. Subject to the Partnership Parties’ right to specific performance under Section 9.8, 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. Subject to Section 9.6, each Parent Non-Recourse Party is expressly intended as a third-party beneficiary 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 AgreementSection 9.11(a), 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) This Agreement may only be enforced against the Parties and the Affiliate Guarantors (subject to the terms, obligationsconditions and other limitations set forth herein). Subject to the limitations contained herein, liabilities and (i) all 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 may be made only against the Parties and the Affiliate Guarantors and (and are those solely ofii) the Persons that are expressly identified as parties in the preamble and signatories except for any express obligations hereunder or under another Transaction Document, no Seller Related Party or Purchaser Related Party shall have any liability or obligation with respect to this Agreement or with respect any claim or cause of action that may arise out of or relate to this Agreement. (the “Contracting Parties”). No Person who is not a Contracting Partyb) Notwithstanding anything that may be expressed or implied in this Agreement, 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 each of the foregoing (collectivelyParties hereto agree, “Nonparty on behalf of such Party and its Affiliates”), shall have that this Agreement may only be enforced against, and any liability, obligations, claims claim or causes 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 AgreementAgreement may only be brought against, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party Parties hereto or otherwise, and, to and the maximum extent permitted by Law, each Contracting Party hereby waives Affiliate Guarantors 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 or in the Affiliate Guarantee (subject to the limitations contained therein), respectively, with respect to any such Party or the Affiliate Guarantors. Except to the extent any Seller Related Party is a named party to this Agreement or another Transaction Document (and then only to the extent of the specific obligations undertaken by such named party in this Agreement or the applicable Transaction Document, and not otherwise), no Seller Related Party shall have any liability to Purchaser or any of its Affiliates relating to or arising out of this Agreement or in respect of any representation other document or warranty theory of law or equity or in respect of any oral representations made by a Nonparty Affiliate inor alleged to be made in connection herewith, whether at law or equity, in connection withcontract, in tort or as an inducement otherwise. Except to the extent any Purchaser Related Party is a named party to this Agreement. Notwithstanding anything Agreement or another Transaction Document (and then only to the contrary hereinextent of the specific obligations undertaken by such named party in this Agreement or the applicable Transaction Document, and not otherwise), no party hereto hereby waives Purchaser Related Party shall have any right liability to enforce its rights granted hereunder or granted under the Closing AgreementsParent, 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 any Seller 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 relating to or arising out of this Agreement or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection with the Transactions against any other party theretoherewith, and any exhibitswhether at law or equity, schedulesin contract, in tort or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretootherwise.

Non-Recourse. All claimsclaims (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 or any third party beneficiary of any relevant provision hereof 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. 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, director or indirect 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 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 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 Section 5.21. The parties hereto are executing this Agreement or any representation or warranty made by a Nonparty Affiliate in, on the date set forth in connection with, or as an inducement the preamble to this Agreement. Notwithstanding anything By: Name: Title: By: Name: Title: Name: SUMMA EQUITY AB, solely with respect to Section 4.8 By: Name: Title: Knilo InvestCo AS1 [*****] Summa Equity AB [*****] with a copy to (which shall not constitute notice) to: Ropes & Gray LLP [*****] 77,284,718 0 0 O▇▇▇▇ ▇▇▇▇▇, [*****] 208,951 4,745 56,165 C▇▇▇ ▇▇▇▇▇▇▇ [*****] 248,249 7,052 77,474 R▇▇▇▇▇▇ El T▇▇▇▇ [*****] 0 3,026 33,618 H▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ AB (R▇▇▇▇▇▇ El T▇▇▇▇ [*****] 336,370 0 0 I▇▇ ▇▇▇▇▇▇▇▇▇ [*****] 616,544 2,345 23,707 L▇▇▇▇▇▇▇▇ ▇▇▇▇ Technology (U▇▇ ▇▇▇▇▇▇▇▇▇) [*****] 2,909,951 0 0 L▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ [*****] 10,433 5,999 47,825 N▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [*****] 133,034 0 51,313 P▇▇▇▇▇ ▇▇▇▇▇▇▇ AS (J▇▇ ▇▇▇▇▇▇) [*****] 153,034 0 123,434 1 Summa Equity AB, indirectly through intermediary funds and coinvestment entities, is the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under sole shareholder of Knilo InvestCo AS. Summa Equity AB has also been designated as the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement sole manager of such intermediary funds 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 theretoco- investment entities.

Non-Recourse. All claims, obligations, liabilities and Each Party agrees that all claims or causes of action (whether based on contract, equity, tort or any other theory) 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 or performance of this Agreement may be made only against (and persons who are those solely of) the Persons that are expressly identified as parties in the preamble and signatories Parties to this Agreement (including for the “Contracting Parties”)avoidance of doubt, Purchaser Direct Parent, Seller Parent, and, with respect to claims arising out of or relating to Section 5.16 or Section 5.18, Parent) or parties to the Guaranty. No Person who is not a Contracting Party, including any current, former named -98- party to 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, any of the foregoing (collectively, “Nonparty Affiliates”), Guaranty shall have any liabilityliability (whether based on contract, obligationsequity, claims tort or causes any other theory that seeks to impose liability of action based uponan entity party against its owners, in respect ofrepresentatives, agents or Affiliates for any obligations or liabilities arising under, by reason of, in connection withwith or related to or its negotiation or execution. The Parties waive and release all such liabilities, or relating in claims and obligations against any manner Person who is not a named party to this Agreement, whether by Agreement or through attempted piercing of the corporate veil, by or through a claim by or on behalf Guaranty; provided that nothing in this Section 11.16 shall affect the rights of any party hereto or otherwise, and, under the Ancillary Agreements which shall remain subject 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 Agreementterms thereof. Notwithstanding anything to the contrary contained herein, no party hereto hereby waives the Seller agrees, on behalf of itself, its Subsidiaries and the Commercial Air Group, that none of the Debt Financing Sources shall have any right liability or obligation to enforce the Seller, any of its rights granted hereunder Subsidiaries 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 Commercial Air Group relating to this Agreement or any of the other agreements transactions contemplated herein (including the Debt Financing or documents any Alternative Financing). This Section 11.16 is intended to benefit and may be entered into among any enforced by the Debt Financing Sources and shall be binding on all successors and assigns of the InvestorsSeller, its Subsidiaries and 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 theretoCommercial Air Group.

Non-Recourse. (a) All claimsActions (whether in contract, obligationsin tort, liabilities and causes under statute or otherwise, or based upon any theory that seeks to impose liability of action an entity against its owners or Affiliates) 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 the Ancillary Agreements, (ii) the negotiation, execution or performance of this Agreement or any Ancillary Agreement (including any representation or warranty made in connection with, or relating in as inducement to enter into, this Agreement), (iii) any manner to breach or violation of this Agreement or the Ancillary Agreements and (iv) any failure of the transactions contemplated by this Agreement or the Ancillary Agreements to consummated, in each case, may be made brought only against (and are those solely of) the Persons that are expressly identified named as parties in hereto and thereto, as applicable, and then only to the preamble and signatories to this Agreement (extent of the “Contracting Parties”)specific obligations of such Persons set forth herein or therein. No Person who is not a Contracting Partynamed party to this Agreement or any Ancillary Agreement, 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, Related Parties of any such party to this Agreement or any financial advisor or lender toAncillary Agreement (each, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, a “Non-Party 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 uponliability (whether in contract, in respect oftort, under statute or otherwise, or based upon any theory that seeks to impose liability of an entity against its owners or Affiliates) arising under, by reason out of, in connection with, with or relating related in any manner to this Agreement, whether by or the items in the immediately preceding clauses (i) through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to (iv). To the maximum extent permitted by applicable Law, other than in the case of Fraud, each Contracting Party hereby party hereto waives and releases all such liabilities, claims, causes of action and obligations Actions against any such Nonparty AffiliatesNon-Party Affiliate. Without limiting For the foregoingavoidance of doubt, the parties hereto acknowledge and agree that the Non-Party Affiliates referred to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes herein are intended third-party beneficiaries 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 this Section 8.24(a). (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to Acquiror knowingly, willingly, irrevocably and expressly acknowledges and agrees that the performance agreements contained in this Section 8.24 are an integral part of the transactions contemplated by this Agreement and that, without the agreements set forth in this Section 8.24, the Company would not enter into this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement otherwise agree to this Agreement. Notwithstanding anything to consummate 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) 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 any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement and the other documents delivered pursuant hereto) may be made only against (and are those solely of) the Persons persons that are expressly identified as parties in the preamble and signatories Parties hereto or thereto. In no event shall any named Party to this Agreement (or the “Contracting Parties”)other documents delivered pursuant hereto have any shared or vicarious liability for the actions or omissions of any other person. No Person person who is not a Contracting Partynamed party to this Agreement or the other documents delivered pursuant hereto, including without limitation any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateaffiliate, 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) for any obligations or liabilities arising under, in connection with or related to this Agreement or any other document, certificate or instrument delivered pursuant hereto or for any claim based uponon, in respect of, arising under, or by reason ofof this Agreement or any other document, in connection with, certificate 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 instrument delivered pursuant hereto or otherwise, and, to the maximum extent permitted by Law, its negotiation or execution; and each Contracting Party hereby hereto or 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 8.05.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action based upon(whether in contract or in tort, at law or in respect of, arising under, by reason of, in connection withequity, or relating in any manner otherwise) that may be based on, arise out of or relate to this Agreement or the Ancillary Agreements, or the negotiation, execution or performance of this Agreement or the Ancillary Agreements (including any representation or warranty made in or in connection herewith or therewith or as an inducement to enter into this Agreement or the Ancillary Agreements), may be made only against (and are those solely of) the Persons that are expressly identified as parties hereto or thereto, including those Persons executing a Joinder Agreement (as the case may be). Except in the preamble and signatories case of Fraud committed by a Non-Party Affiliate (which claim may only be brought against such Non-Party Affiliate or any Non-Party Affiliate who had actual knowledge of such Fraud prior to this Agreement the date hereof (or prior to the “Contracting Parties”Closing in the case of any Fraud committed after the date hereof). No ), 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, 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 Ancillary Documents (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityliability (whether in contract or in tort, obligationsat law or in equity, claims based upon any theory that seeks to impose liability of an entity party against its owners or causes affiliates, or otherwise) for any obligations or liabilities arising out of or relating to this Agreement or the Ancillary Agreements (as the case may be) or for any claim or cause of action based upon, in respect of, arising under, by reason of, in connection without of or relating to this Agreement or the Ancillary Agreements (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 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 foregoingNon-Party Affiliates are expressly intended as, to the maximum extent permitted by Lawand shall be, (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 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 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 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). No Person who is not a Contracting Party, including any current(a) no past, former present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, stockholderAffiliate, equityholder, Affiliateaffiliated (or commonly advised) fund, agent, attorney, advisor or representative, financing source, heir or assignee of, or any financial advisor of their respective assignees or lender tosuccessors, or successor toof any named party to this Agreement and (b) no past, any Contracting Party, or any current, former present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, stockholderAffiliate, equityholder, Affiliateaffiliated (or commonly advised) fund, agent, attorney, advisor or representative, financing source, heir or assignee of, or any financial advisor of their respective assignees or lender tosuccessors, or successor to, 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, SPAC, Pubco or 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 Agreement, whether by any Ancillary Agreements or through attempted piercing of the corporate veil, by transactions contemplated hereby 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 Agreementthereby. Notwithstanding anything to the contrary contained herein, no party hereto hereby waives nothing in this Section 11.14 shall limit any Person’s 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, schedulesenforce, or other attachment thereto and to bring any documentation implementing claim or cause of action based upon, arising out of or related to, any of Ancillary Agreement against the terms thereof, against any other Sponsor to the extent the Sponsor is a party theretoto such Ancillary Agreement.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes any claim or cause of 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 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, 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, 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 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, 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 hereinforegoing, no party hereto hereby waives nothing in this Section 11.13 shall limit in any right to enforce its rights granted hereunder or granted way the obligations of the Equity Sponsor under the Closing Agreements, the Governance Agreements, the Equity Commitment Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement or Seller’s third-party beneficiary 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 theretospecific performance rights thereunder.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes any claim or cause of action (whether in contract or tort, in law or in equity) based upon, in respect arising out of, arising underor related to this Agreement, by reason ofthe Ancillary Documents or the transactions contemplated hereby or the negotiation, execution, performance or non-performance of this Agreement or any Ancillary Document (including any representation or warranty made in or in connection with, or relating in any manner to with this Agreement or the Ancillary Documents) 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 or thereto, as applicable, and then only with respect to the preamble specific obligations set forth herein and signatories therein with respect to this Agreement such party, and subject to the limitations contained herein and therein (the “Contracting Parties”as applicable). No Person who is not a Contracting PartyPerson, including any currentpast, 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 of any named party to this Agreement 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 such Ancillary Document (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract, obligationstort, claims equity or causes otherwise, or based upon any theory that seeks to impose liability of action an entity party against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of parties under this Agreement, any Ancillary Document or any (whether for indemnification or otherwise) 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 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 Ancillary Document or any of the other agreements transactions contemplated hereby or documents thereby except to be entered into among any the extent expressly set forth in this Agreement or the Ancillary Documents. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries 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 11.16.

Non-Recourse. All claimsOther than to the extent set forth in the Confidentiality Agreement, obligationsthis Agreement may only be enforced against, liabilities and causes any claim or cause of action based upon, in respect ofarising out of or related to this Agreement, arising underor the negotiation, by reason ofexecution or performance of this Agreement, or the transactions contemplated hereby (including any representation or warranty made in, in connection with, or relating in any manner as an inducement to this Agreement) may only be brought against, the entities that are expressly named as Parties (or their successors or permitted assigns) and then only with respect to the specific obligations set forth herein with respect to such named Party or a third party beneficiary pursuant to Section 11.08. Except to the extent a named party to this Agreement may be made only against or a third party beneficiary pursuant to Section 11.08 (and are those solely ofthen only to the extent of the specific obligations of such party set forth in this Agreement and not otherwise) the Persons that are expressly identified and except as parties set forth in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting PartyConfidentiality Agreement, including any currentno past, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representativeadvisor, financing source, heir Debt Financing Source or assignee of, or other 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, Affiliate of any of the foregoing (collectivelyexcluding any party to the Confidentiality Agreement, “Nonparty Affiliates”Buyer and Seller or their successors or permitted assigns), 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) or of or for any claim based upon, in respect ofon, arising under, by reason of, in connection with, out of or relating in any manner related to this Agreement, whether by or through attempted piercing of the corporate veilnegotiation, by execution 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 Agreement, or the transactions contemplated hereby (including 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 hereinforegoing, no party hereto hereby waives nothing contained in this Section 11.13 shall limit or restrict any right to enforce its rights granted hereunder claim 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 remedy based on or superseded by the Letter Agreement), the Merger Agreement arising out of Fraud 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 theretoWillful Breach.

Non-Recourse. All claimsExcept to the extent expressly set forth in this commitment letter or any document or instrument delivered in connection herewith, obligationsand notwithstanding the fact that Trident Pine is a limited partnership, liabilities by its acceptance of the benefits of this commitment letter, Parent acknowledges and agrees that (a) all claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this commitment letter, or the negotiation, execution or performance of this commitment letter (including any representation or warranty made in or in connection with this commitment letter or as an inducement to enter into this commitment letter), may be made only against Trident Pine and (b) no Non-Recourse 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) for any obligations or liabilities arising under, in connection with or related to this commitment letter or for any claim based on, in respect of, arising under, or by reason ofof this commitment letter or its negotiation or execution, 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 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 Recourse against Trident Pine pursuant to this commitment letter shall be the foregoingsole and exclusive remedy of Parent, Merger Sub and all of their respective Affiliates against Trident Pine, the Trident VII Funds (other than pursuant to the maximum extent permitted by Law, (aTrident VII Commitment Letter) each Contracting Party hereby waives and releases the other Non-Recourse Parties in respect of any and all rights, claims, demands liabilities or causes of action that may otherwise be available at Law or in equityobligations arising under, 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 Transactions. Notwithstanding the Investors, the Parent EntitiesCompany’s rights as third party beneficiary hereunder as contemplated by Section 11 hereof, the Company Entities or their respective Affiliates in connection with is subject to this Section 12 hereof to the Transactions against any other same extent as Parent and Merger Sub. Non-Recourse Parties are expressly intended as 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 provision of this commitment letter.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes of action any Action that may be based upon, in respect of, arising arise under, out of or by reason of, in connection with, be connected with or relating relate in any manner to this Agreement, or the negotiation, execution, performance or breach (whether willful, intentional, unintentional or otherwise and whether sounding in contract, tort or otherwise), of this Agreement, including, without limitation, any representation or warranty made or alleged to have been made in, in connection with or as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made only or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties the Parties hereto in the preamble to and signatories to signature pages of this Agreement (the “Contracting Parties”)and solely in their capacities as such. No Person who is not a Contracting PartyParty hereto (including without limitation, including (a) any currentformer, former current or future directordirect or indirect equity holder, officercontrolling Person, employeemanagement company, 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, equityholderagent, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or and any financial advisor or lender toto (all above-described Persons in this subclause (a), or successor to, any of the foregoing (collectively, “Nonparty AffiliatesAffiliated Persons”)) a party hereto or any Affiliate of such party, shall and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto will have any liability, obligations, claims or causes of action based upon, liability whatsoever in respect of, based upon or arising under, by reason ofout of any Recourse Theory. Without limiting the rights of any Party hereto against the other Parties hereto as set forth herein, in connection withno event will any Party hereto, any of its Affiliates or relating in any manner to this AgreementPerson claiming by, 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 them institute any Action under any Recourse Theory 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 theretonon-Party.

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 of, arising under, by reason of, in connection with, out of or relating in any manner related to this Agreement may only be made only against (and are those solely of) brought against, the Persons that are expressly identified named as parties in the preamble and signatories to this Agreement (Agreement. Except to the “Contracting Parties”). No Person who is not extent named as a Contracting Partyparty to this Agreement, including any currentor as guarantor under the Guaranty, former and then only to the extent of the specific obligations of such parties set forth in this Agreement, no past, present or future director, officer, employee, incorporatorshareholder, 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 agent or assignee of, representative of any party to this Agreement or any financial advisor Subsidiary of the Company or lender toany other Seller Party or Purchaser Party will have any liability (whether in contract, tort, equity or successor to, otherwise) for any of the foregoing (collectivelyrepresentations, “Nonparty Affiliates”)warranties, shall have covenants, agreements or other obligations or liabilities of any liability, obligations, claims of the parties to this Agreement or causes of action for any claim based upon, in respect of, arising under, by reason of, in connection with, out of or relating in any manner related 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 Notwithstanding anything herein to the performance contrary, each Seller Party, the Company and its Subsidiaries, equityholders, Affiliates, officers, directors, employees and Representatives hereby waive any rights or claims against any Financing Sources in connection with or that may arise out of this Agreement or any representation the Financing, whether at law or warranty made by a Nonparty Affiliate inequity, in contract, in tort or otherwise, and each of the Company and its Subsidiaries, equityholders, Affiliates, officers, directors, employees and Representatives agrees not to commence a proceeding against any Financing Source in connection with, with this Agreement or as an inducement to this Agreement. Notwithstanding anything the transactions contemplated hereunder (including any proceeding relating to the contrary hereinFinancing) and will not have any rights or claims against any of the Financing Sources. In furtherance and not in limitation of the foregoing waiver, it is agreed that no party hereto hereby waives Financing Source shall have any right liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties 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 Company or any of the other agreements or documents to be entered into among any of the Investorsits Subsidiaries, the Parent Entitiesequityholders, the Company Entities or their respective Affiliates Affiliates, officers, directors, employees and Representatives in connection with this Agreement or 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 hereunder.

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 ; provided, however, that nothing contained in this Section 8.12 shall limit in any way 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 the Guarantor under the Limited Guarantee. The parties acknowledge and agree that the Non-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 8.12.

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 claimsNotwithstanding anything that may be expressed or implied in this Agreement, obligations, liabilities and (a) all claims or causes of action (whether in contract or tort, in law or in equity, or based upon any theory that seeks to “▇▇▇▇▇▇ the corporate veil” or impose liability of an entity against its owners or Affiliates or otherwise) 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 any Ancillary Document, or the negotiation, execution or performance of this Agreement or any Ancillary Document (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement or any Ancillary Document), may be made only against (and are those solely ofsubject to the terms and conditions hereof or thereof) the Persons entities that are expressly identified as parties in the preamble hereto (including their successors and signatories to this Agreement permitted assigns) and thereto and (the “Contracting Parties”). No b) no Person who is not a Contracting Partynamed party to this Agreement or any Ancillary Document, including without limitation 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 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 Ancillary Document (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityliability (whether in contract or tort, obligationsin law or in equity, claims or causes based upon any theory that seeks to “▇▇▇▇▇▇ the corporate veil” or impose liability of action an entity against its owners or Affiliates or otherwise) for any obligations or liabilities arising under, in connection with or related to this Agreement or any Ancillary Document or for any claim based uponon, in respect of, arising under, or by reason ofof this Agreement or any Ancillary Document or its negotiation or execution, 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 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 claimsThe parties acknowledge that (i) no direct or indirect equity holder or lender of any party, obligations(ii) no member of any board of managers or special committee of any party or any Affiliate of any party and (iii) no past, 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, committee member, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir partner or assignee of, direct or any financial advisor indirect equity holder or lender toof any party (such Persons described in clauses (i)-(iii) above, or successor tothe “Non-Recourse Parties”) is a party to this Agreement or, except as expressly contemplated therein as parties 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 Ancillary Agreement. The parties further acknowledge that none of the foregoing (Non-Recourse Parties, whether individually or collectively, “Nonparty Affiliates”), shall have any liabilityliability whatsoever of any kind or description for any Liabilities of any party under this Agreement or, obligationsexcept as expressly contemplated therein as parties thereto, claims any Ancillary Agreement or causes of action for any claim based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby or thereby. Accordingly, the parties hereby agree that 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, event (a) each Contracting Party hereby waives and releases there is any and all rights, claims, demands alleged breach or causes alleged default or breach or default by any party under this Agreement or any of action that may otherwise be available at Law the Ancillary Agreements 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 party has or may have any Nonparty Affiliates with respect Claim arising from or relating to the performance terms of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Ancillary Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives shall, or shall have any right to, commence any proceedings or otherwise seek to enforce its rights granted hereunder impose any Liability whatsoever of any kind or granted under description on or against the Closing AgreementsNon-Recourse Parties, whether collectively or individually, by reason of such alleged breach, default or claim, except and only to the Governance Agreements, the Letter extent that a Non-Recourse Party is expressly contemplated in an Ancillary Agreement as a party to such Ancillary 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. 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 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 8.16.

Non-Recourse. All claimsExcept in the event of Fraud, obligationsthis Agreement and the Transaction Documents 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 Transactions Documents, or the negotiation, execution or performance of this Agreement or the Transaction Documents, 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 the Transaction Documents, as applicable, and then only with respect to the specific obligations set forth herein or therein with respect to the named parties to this Agreement or such Transaction Document (in all cases, as limited by the “Contracting Parties”provisions of this Section 9.9). No Except in the event of Fraud, no Person who is not a Contracting Partynamed party to this Agreement or any Transaction Document, including any currentpast, former present or future director, manager, officer, employee, incorporator, member, partner, manager, stockholder, equityholdermember, Affiliate, agent, attorneyattorney or representative of Buyer, representativethe Company Group, financing source, heir or assignee of, Seller or any financial advisor or lender to, or successor to, any Contracting of their respective Affiliates (each a “Non-Recourse 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”), will have or be subject to any Liability or indemnification obligation (whether in contract or in tort) under this Agreement or such Transaction Document, it being expressly agreed and acknowledged that except in the event of Fraud no personal Liability whatsoever shall have attach to, be imposed on or otherwise be incurred by any liabilityNon-Recourse Party for any Liabilities arising under, obligations, claims in connection with or causes of action related to this Agreement or any Transaction Document (including any representation or warranty made in or in connection with this Agreement or any Transaction Document) or for any claim based uponon, in respect of, arising under, or by 50 reason of, in connection with, of this Agreement or relating in any manner to this Agreement, whether by Transaction Document or through attempted piercing of the corporate veil, by its 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 waives and releases all such liabilities, claims, causes of action and obligations Liabilities against any such Nonparty AffiliatesNon-Recourse Parties. Without limiting Except in the foregoingevent of Fraud, each Party agrees not to assert or threaten to assert any claim with respect to, arising from or related to the maximum extent permitted by LawTransaction, (a) each Contracting this Agreement or the negotiation, execution or performance of this Agreement against any Non-Recourse Party and hereby irrevocably 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 claims against any Nonparty AffiliateNon-Recourse Party, whether granted arising by statute or based on theories of equity, agency, control, instrumentality, alter ego, dominationdominion, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationundercapitalization or otherwise, or otherwise and (b) in each Contracting Party disclaims any reliance upon any Nonparty Affiliates case, with respect to, arising from or related to the Transaction, this Agreement or the negotiation, execution or 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 of action any Claim 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 that are expressly identified named as parties in 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 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 (collectivelyeach, a “Nonparty AffiliatesNon-Recourse Party”), ) 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, the Purchaser or Merger Sub 1 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 Agreement, whether by Agreement 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 Affiliatestransactions contemplated hereby. Without limiting the foregoing, no claim will be brought or maintained by the Purchaser or any other Purchaser Indemnified Party or any of their respective successors or permitted assigns against any Non-Recourse Party which is not otherwise expressly identified as a party to the maximum extent permitted by Lawthis Agreement, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise no recourse will be available at Law or in equity, brought or granted against any of them, by statute, to avoid or disregard the entity form virtue 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 alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the performance representations, warranties, covenants or agreements of any party hereto set forth or contained in this Agreement or any representation exhibit 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 schedule 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 theretocertificate delivered hereunder.

Non-Recourse. All claimsThe parties acknowledge that (i) no direct or indirect equity holder or lender of any party, obligations(ii) no member of any board of managers or special committee of any party or any Affiliate of any party and (iii) no past, 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, committee member, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir partner or assignee of, direct or any financial advisor indirect equity holder or lender toof any party (such Persons described in clauses (i)-(iii) above, or successor tothe “Non-Recourse Parties”) is a party to this Agreement or, except as expressly contemplated therein as parties 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 other Transaction Document. The parties further acknowledge that none of the foregoing (Non-Recourse Parties, whether individually or collectively, “Nonparty Affiliates”), shall have any liabilityliability whatsoever of any kind or description for any Liabilities of any party under this Agreement or, obligationsexcept as expressly contemplated therein as parties thereto, claims any other Transaction Document or causes of action for any claim based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby or thereby. Accordingly, the parties hereby agree that 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, event (a) each Contracting Party hereby waives and releases there is any and all rights, claims, demands alleged breach or causes of action that may otherwise be available at Law alleged default or in equity, breach or granted default 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 party under 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 Transaction Documents or documents (b) any party has or may have any Claim arising from or relating to be entered into among any the terms of the Investors, the Parent Entities, the Company Entities this Agreement or their respective Affiliates in connection with the Transactions against any other Transaction Document, no party thereto, and any exhibits, schedulesshall, or other attachment thereto shall have any right to, commence any proceedings or otherwise seek to impose any Liability whatsoever of any kind or description on or against the Non-Recourse Parties, whether collectively or individually, by reason of such alleged breach, default or claim, except and any documentation implementing any of only to the terms thereof, against any other extent that a Non-Recourse Party is expressly contemplated in a Transaction Document as a party theretoto such Transaction Document.

Non-Recourse. All claimsExcept in the event of Fraud, obligationsthis Agreement and the Transaction Documents 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 Transactions Documents, or the negotiation, execution or performance of this Agreement or the Transaction Documents, 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 the Transaction Documents, as applicable, and then only with respect to the specific obligations set forth herein or therein with respect to the named parties to this Agreement or such Transaction Document (in all cases, as limited by the “Contracting Parties”provisions of this Section 9.9). No Except in the event of Fraud, no Person who is not a Contracting Partynamed party to this Agreement or any Transaction Document, including any currentpast, former present or future director, manager, officer, employee, incorporator, member, partner, manager, stockholder, equityholdermember, Affiliate, agent, attorneyattorney or representative of Buyer, representativethe Company, financing source, heir or assignee of, Seller or any financial advisor or lender to, or successor to, any Contracting of their respective Affiliates (each a “Non-Recourse 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”), will have or be subject to any Liability or indemnification obligation (whether in contract or in tort, in equity or otherwise) under this Agreement or such Transaction Document, it being expressly agreed and acknowledged that except in the event of Fraud, no personal Liability whatsoever shall have attach to, be imposed on or otherwise be incurred by any liabilityNon-Recourse Party for any Liabilities arising under, obligations, claims in connection with or causes of action related to this Agreement or any Transaction Document (including any representation or warranty made in or in connection with this Agreement or any Transaction Document) or for any claim based 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 Transaction Document or through attempted piercing of the corporate veil, by its negotiation or through a claim by or on behalf of any execution; and each party hereto or otherwise, andwaives and releases all such Liabilities against any Non-Recourse Parties. Except in the event of Fraud, to the maximum extent permitted by Lawapplicable law, each Contracting Party hereby (a) 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 LawNon-Recourse Parties, (ab) each Contracting Party hereby waives and releases any and all claims, causes of action, rights, claimsremedies, demands 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 the Liability of a Contracting Party on any Nonparty Affiliate60 Non-Recourse Party, whether granted by statute Legal Requirements or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationundercapitalization or otherwise, or otherwise and (bc) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Non-Recourse Party with respect to the performance of this Agreement or Agreement, the other Transaction Documents and 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.