Common use of Non-Recourse Clause in Contracts

Non-Recourse. All Legal Proceedings (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 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party 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 its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of expressed or relate to implied in this Agreement or the negotiation, execution, performance any document or non-performance of this Agreement (including any representation or warranty made in or instrument delivered in connection with this Agreement or as an inducement to enter into this Agreement) may be made herewith, by any party hereto only against its acceptance of the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to benefits of this Agreement, including the Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney Affiliate or Representative agent of any named party to this Agreement of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party 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. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not itself otherwise expressly identified as a named party Party to this Agreement (“Non-Party Affiliates”)Agreement, shall have and no recourse will be brought or granted against any liability (whether in Contract or in tortof them, in law or in equity, by virtue of or based upon any theory that seeks to impose liability alleged misrepresentation or inaccuracy in or breach or nonperformance of an entity party against its owners any of the representations, warranties, covenants or Affiliates) to agreements of any party to Party set forth or contained in this Agreement for Agreement, any obligations exhibit or liabilities arising underschedule hereto, in connection with any other document contemplated hereby or related to this Agreement any certificate, instrument, opinion, agreement or for other document of the other Party or any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such other Person delivered hereunder. The Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended Recourse Parties shall be express third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)9.13.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law Law or in equity) that may be based upon, arise out of or relate to this Agreement or the other transactions contemplated hereby, or the negotiation, execution, performance execution or non-performance of this Agreement or the transactions contemplated hereby (including any representation or warranty made in or in connection with this Agreement or any certificate, instrument or other document delivered in connection herewith or as an inducement to enter into this Agreement) Agreement or any such other certificate, instrument or other document delivered in connection herewith, may be made by any party hereto only following the effectiveness of this Agreement and then against the Persons entities that are expressly identified as parties Parties hereto or and thereto. No Person who is not a named party to this AgreementAgreement or any such other certificate, instrument or other document delivered in connection herewith, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, equityholder, Affiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement or any such other certificate, instrument or other document delivered in connection herewith nor the Seller Representative (collectively, “Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in law Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or any such other certificate, instrument or other document delivered in connection herewith (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or its any such other certificate, instrument or other document delivered in connection herewith (as the case may be) or the negotiation or executionexecution hereof or thereof; and each party Party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are expressly intended third-as third party beneficiaries of this Section 9(n). Nothing in provision of this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Agreement.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law or in equity) that may be based upon, arise out of or 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 Agreement, the Related Documents or as an inducement to enter into this AgreementAgreement or the Related Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to this AgreementAgreement or the Related Documents, including without limitation any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement Agreement, the Related Documents or its their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)9.12.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of expressed or relate to implied in this Agreement or the negotiation, execution, performance any document or non-performance of this Agreement (including any representation or warranty made in or instrument delivered in connection with this Agreement or as an inducement to enter into this Agreement) may be made herewith, by any party hereto only against its acceptance of the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to benefits of this Agreement, including each Shareholder and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney Affiliate or Representative agent of any named party to this Agreement of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party 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. Without limiting the foregoing, no claim will be brought or maintained by each Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not itself otherwise expressly identified as a named party Party to this Agreement (“Non-Party Affiliates”)Agreement, shall have and no recourse will be brought or granted against any liability (whether in Contract or in tortof them, in law or in equity, by virtue of or based upon any theory that seeks to impose liability alleged misrepresentation or inaccuracy in or breach or nonperformance of an entity party against its owners any of the representations, warranties, covenants or Affiliates) to agreements of any party to Party set forth or contained in this Agreement for Agreement, any obligations exhibit or liabilities arising underschedule hereto, in connection with any other document contemplated hereby or related to this Agreement any certificate, instrument, opinion, agreement or for other document of the other Party or any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such other Person delivered hereunder. The Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended Recourse Parties shall be express third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)9.13.

Non-Recourse. All Legal Proceedings (whether in Contract Anything herein or in tortany other Financing Document to the contrary notwithstanding, in law or in equity) that may be based upon, arise out the obligations of or relate to the Loan Parties under this Agreement and each other Financing Document to which each Loan Party is a party, and any certificate, notice, instrument or the negotiationdocument delivered pursuant hereto or thereto, executionare obligations solely of such Loan Party and do not constitute a debt, performance liability or non-performance obligation of this Agreement (and no recourse shall be made with respect to) any of their respective Affiliates (including Sponsor and its Affiliates), or any representation shareholder, partner, member, officer, director or warranty made in employee of the Loan Parties or such Affiliates (collectively, the “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 action under or in connection with this Agreement or as an inducement any other Financing Document to enter into this Agreement) may which each Loan Party is a party shall be made brought against any Non-Recourse Party, and no judgment for any deficiency upon the obligations hereunder or thereunder shall be obtainable by any party hereto only Secured Party against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Recourse Party, except that the foregoing shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any not limit the 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 its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Recourse Party Affiliates, in each case under the Merger Agreement or any other agreement Financing Document to which they are specifically such Non-Recourse Party is a party party. Notwithstanding any of the foregoing, it is expressly understood and agreed that nothing contained in this Section shall in any manner or an express third party beneficiary thereof. This Section 9(nway (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 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 its obligations or liabilities under any Financing Document to which such Non-Recourse Party is subject to, and does not alter the scope or application of, Section 9(j)a party.

Non-Recourse. All Legal Proceedings (whether in Contract Notwithstanding anything to the contrary contained herein or in tortotherwise, in law this Agreement may only be enforced against, and any claims or in equity) causes of action that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, performance execution 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) the transactions contemplated hereby, may only be made by any party hereto only against against, the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement (in the preamble and signature pages hereto) in their capacities as parties to this Agreement or the Persons that are expressly identified as parties to any other Transaction Agreement, including the Equity Commitment Letter or the Limited Guaranty in their capacities as parties to such agreements, and no former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of the Persons that are expressly identified herein as parties to such agreements or any former, current or future stockholder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney Affiliate or Representative agent of any named party to this Agreement that is not itself a named party to this Agreement (“Nonof the foregoing, or any other non-Party Affiliates”)party, shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement of the parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or thereby or in respect of any representations, warranties or statements made or alleged to be made in connection herewith or therewith (except to the extent such Person is expressly identified as a party to such other agreement). Without limiting the rights of either party against the other party, in no event shall either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or its negotiation seek to recover monetary damages for breach of this Agreement from, any non-party, whether by or execution; and each party hereto through attempted piercing of the corporate, limited partnership or thereto waives and releases all such liabilitieslimited liability company veil, claims and obligations against by the enforcement of any such Non-Party Affiliatesassessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Applicable Law, or otherwise. The non-parties acknowledge and agree that the Non-Party Affiliates are intended specified above shall be express third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)9.10.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of expressed or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made implied 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including by its acceptance of this Agreement, each party hereto covenants, acknowledges and agrees that no Person other than the parties hereto shall have any obligation hereunder and that (a) notwithstanding that any of the parties hereto may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, incorporatoragent, financing source, general or limited partner, manager, management company, member, partnerstockholder, stockholdersecurityholder, Affiliate, agent, attorney controlling Person or Representative representative or assignee of any named party to this Agreement that is not itself a named party to of the foregoing, or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing other than the parties hereto or their respective successors or assignees under the this Agreement (any such Person or entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Non-Related Party”) or any Related Party Affiliates”), shall have of the Related Parties of the parties hereto whether by the enforcement of any liability (whether in Contract judgment or in tort, in law assessment or in equityby any legal or equitable Proceeding, or based upon by virtue of any theory that seeks to impose applicable Law; and (b) no personal liability whatsoever will attach to, be imposed on or otherwise incurred by any Related Party of an entity party against its owners or Affiliates) to any party to hereto or any Related Party of such party’s Related Parties under this Agreement for or any obligations documents or liabilities arising under, instruments delivered in connection with or related to this Agreement herewith or for any claim based on, in respect of, or by reason of this Agreement such obligations hereunder or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)by their creation.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of expressed or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made implied 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including by its acceptance of this Agreement, each party hereto covenants, acknowledges and agrees that no Person other than the parties hereto shall have any obligation hereunder and that (a) notwithstanding that any of the parties hereto may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, incorporatoragent, financing source, general or limited partner, manager, management company, member, partnerstockholder, stockholdersecurityholder, Affiliate, agent, attorney controlling Person or Representative representative or assignee of any named party to this Agreement that is not itself a named party to of the foregoing, or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing other than the parties hereto or their respective successors or assignees under the this Agreement (any such Person or entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Non-Related Party”) or any Related Party Affiliates”), shall have of the Related Parties of the parties hereto whether by the enforcement of any liability (whether in Contract judgment or in tort, in law assessment or in equityby any legal or equitable Proceeding, or based upon by virtue of any theory that seeks to impose applicable Law; and (b) no personal liability whatsoever will attach to, be imposed on or otherwise incurred by any Related Party of an entity party against its owners or Affiliates) to any party to hereto or any Related Party of such party’s Related Parties under this Agreement for or any obligations documents or liabilities arising under, instruments delivered in connection with or related to this Agreement herewith or for any claim based on, in respect of, or by reason of this Agreement such obligations hereunder or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliatesby their creation. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)[Signature pages follow.]

Non-Recourse. All Legal Proceedings Except in the case of Company Fraud, all proceedings (whether in Contract contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, performance execution 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 the Persons entities that are expressly identified as parties hereto or theretohereto. No Person who is not a named Except as provided in the first sentence of this Section 8.19, each party to this Agreementhereby acknowledges and agrees that it has no right of recovery against, including and no personal liability shall attach to, any director, officer, employee, incorporator, member, partner, stockholder, Seller Affiliate, agentthrough the Company, attorney the Stockholders’ Representative or Representative otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Purchaser against any Seller Affiliate by the enforcement of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)assessment or by any legal or equitable action, shall have by virtue of any liability (whether in Contract or in tort, in law or in equityLaw, or based upon any theory that seeks to impose liability of 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 on, in respect of, or by reason of this Agreement or its negotiation or execution; otherwise and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Seller Affiliates. The parties acknowledge and agree that Recourse against the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in Company under this Agreement precludes (subject to the parties limitations described herein, including Sections 8.03 and 8.19) shall be the sole and exclusive remedy of Purchaser and any other Person against the Company or any Non-Party Affiliates from exercising Seller Affiliate in respect of any rightslosses, and nothing in this Agreement shall limit the liability liabilities, damages, expenses or obligations of any Non-Party Affiliatesarising under, or in each case under the Merger connection with, this Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the Transactions. Purchaser hereby covenants and agrees, on behalf of itself and its Affiliates and representatives, that it and they shall not institute any litigation or bring any other agreement claim arising under, or in connection with, this Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the Transactions, against the Company or any Seller Affiliate or for claims against the Company under this Agreement subject to which they are specifically the limitations described herein. In the event that any provision of this Agreement provides that a party hereto shall cause its Affiliates and/or representatives to take any action (or an express third refrain from taking any action) or otherwise purports to be binding on such party’s Affiliates and/or representatives, such party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope shall be liable for any breach of such provision by any such Affiliate or application of, Section 9(j)representative.

Non-Recourse. All Legal Proceedings (whether a) Each of the following is herein referred to as a “Parent Non-Recourse Party”: Each of the Affiliates of each Company Shareholder, the Stonepeak Funds, 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 (with respect to Stonepeak, “Affiliates” for purposes of the definition of “Parent Non-Recourse Party” to include the portfolio companies of investment funds advised or managed by an equity investor or any of its respective controlled Affiliates); provided, however, that the term “Parent Non-Recourse Party” expressly excludes the Company Shareholders. No Parent Non-Recourse Party shall have any liability or obligation to Parent, Merger Sub or their Affiliates of any nature whatsoever in Contract connection with or in tortunder this Agreement, in law or in equity) that the transactions contemplated hereby, and Parent and Merger Sub hereby waive and release all claims of any such liability and obligation. This Agreement may only be enforced against, and any dispute, controversy, matter or claim based uponon, arise related to or arising out of or relate to this Agreement Agreement, or the negotiation, execution, performance or non-performance consummation 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 only be made by any party hereto only against brought against, the Persons entities that are expressly identified named as parties hereto or theretoparties, and then only with respect to the specific obligations set forth herein with respect to such party. (b) Each of the following is herein referred to as a “Company Non-Recourse Party”: Each of the Affiliates of Parent, 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. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Company Non-Recourse Party Affiliates”), shall have any liability (whether in Contract or in tort, in law obligation to the Company or in equity, or based upon the Company Shareholders of any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, nature whatsoever in connection with or related to under this Agreement, or the transactions contemplated hereby, and the Company and each Company Shareholder hereby waive and release all claims of any such liability and obligation. This Agreement may only be enforced against, and any dispute, controversy, matter or for any claim based on, in respect ofrelated to or arising out of this Agreement, or by reason the negotiation, performance or consummation of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiesAgreement, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree may only be brought against, the entities that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rightsexpressly named as parties, and nothing in this Agreement shall limit then only with respect to the liability or specific obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement set forth herein with respect to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)such party.

Non-Recourse. All Legal Proceedings Actions (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 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 Agreement, the Related Documents or as an inducement to enter into this AgreementAgreement or the Related Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or the 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 named party to this AgreementAgreement or the Related Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities 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 on, in respect of, or by reason of this Agreement Agreement, the Related Documents or its their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n)8.16. Nothing in this Agreement precludes Section 8.16 shall in any way expand the parties or any Non-Party Affiliates from exercising any rights, and nothing circumstances in which Parent may be liable under this Agreement shall limit or as a result of the liability or obligations Transactions (including as a result of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(jDebt Financing).

Non-Recourse. All Legal Proceedings (whether in Contract Any claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of of, or relate related 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 only be made by any party hereto only brought against the Persons that are expressly identified named as parties hereto or theretoParties, and then only with respect to the specific obligations set forth herein. No Person who is not a named party to this Agreementformer, including current or future direct or indirect equityholders, controlling Persons, stockholders, directors, officers, employees, members, managers, agents, trustees, Affiliates, general or limited partners or assignees of the Parties (except permitted assignees under Section 9.2) or of any former, current or future direct or indirect equityholder, controlling Person, stockholder, director, officer, employee, incorporator, member, partnermanager, stockholderagent, trustee, Affiliate, agent, attorney general or Representative limited partner or assignee of any named party to this Agreement that is not itself a named party to this Agreement of the foregoing (“Non-Party Affiliates”)collectively, shall but for the avoidance of doubt excluding the Parties) will have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities arising under, in connection with or related to of any Party under this Agreement or for any claim Proceeding based on, in respect of, or by reason of, the transactions contemplated hereunder (including the breach, termination or failure to consummate any of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(ntransactions contemplated hereunder). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any statute, regulation or applicable Law or otherwise and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of a Party hereto or another Person or otherwise. Notwithstanding anything to the contrary contained herein, none of the Seller Related Parties shall have any rights or claims against any Debt Financing Source in connection with this Agreement, the Merger Agreement Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any rights or claims against any Party in connection with this Agreement, the Merger Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the Merger (as defined in the Merger Agreement), the foregoing will not limit the rights of the parties to the Debt Financing under any commitment letter related thereto. Notwithstanding any other provision herein, no Debt Financing Source nor any Affiliate of any Debt Financing Source, nor any officer, director, employee, agent, controlling person, advisor or other representative of the foregoing or any other agreement successor or permitted assign of any of the foregoing shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with the Financing, the Transactions, or with respect to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject toany activities related to the Financing, including the preparation of the Commitment Letters and does not alter the scope or application of, Section 9(j)Fee Letters.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Anything that may be based uponexpressed or implied in this Agreement notwithstanding, arise out each of or relate the parties hereto covenants, acknowledges and agrees that no person other than the parties to this Agreement shall have any liability or obligation hereunder and that, (i) the negotiation, execution, performance or non-performance fact that any affiliate of any of the parties to this Agreement (including may be a limited liability company notwithstanding, no recourse hereunder or under any representation documents or warranty made in or instruments delivered in connection with this Agreement herewith shall be had against any former, current or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto future direct or thereto. No Person who is not a named party to this Agreement, including any indirect director, officer, employee, incorporatoragent, partner, manager, member, partnersecurityholder, affiliate, stockholder, Affiliatecontrolling person, agentassignee or representative of the parties hereto under this Agreement or under the Merger Agreement (any such person or entity, attorney other than the parties to this Agreement, or Representative their assignees under this Agreement or the Merger Agreement, a “Related Party”) or any Related Party of any named party of such parties’ Related Parties (including, without limitation, in respect of any liabilities or obligations arising under, or in connection with, any claim, including, without limitation, any claim of breach of a party’s obligations under the Merger Agreement and the transactions contemplated thereby or under this Agreement and the transactions contemplated hereby) whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law and (ii) no personal liability whatsoever will attach to, be imposed on or otherwise incurred by any Related Party of any of the parties to this Agreement that is not itself a named party to this Agreement (“Non-or any Related Party Affiliates”), shall have of any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to such parties’ Related Parties under this Agreement or for any claim based on, in respect of, or by reason of this Agreement the transactions contemplated hereby or its negotiation contemplated by the Merger Agreement, or execution; and each party hereto or thereto waives and releases all by the creation of such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n)transactions. Nothing in this Agreement precludes Agreement, express or implied, is intended to or shall confer upon any person, other than the parties to this Agreement, any right, benefit or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations remedy of any Non-Party Affiliates, in each case nature whatsoever under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)by reason of this Agreement.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of expressed or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made implied 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including by its acceptance of this Agreement, each party hereto covenants, acknowledges and agrees that no Person other than the parties hereto shall have any obligation hereunder and that (a) notwithstanding that any of the parties hereto may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the parties hereto, any former, current or future director, officer, employee, incorporatoragent, financing source, general or limited partner, manager, management company, member, partnerstockholder, stockholdersecurityholder, Affiliate, agent, attorney controlling Person or Representative representative or assignee of any named party to this Agreement that is not itself a named party to of the foregoing, or any former, current or future heir, executor, administrator, trustee, successor or assign of any of the foregoing other than the parties hereto or their respective successors or assignees under this Agreement (any such Person or entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Non-Related Party”) or any Related Party Affiliates”), shall have of the Related Parties of the parties hereto whether by the enforcement of any liability (whether in Contract judgment or in tort, in law assessment or in equityby any legal or equitable Proceeding, or based upon by virtue of any theory that seeks to impose applicable Law; and (b) no personal liability whatsoever will attach to, be imposed on or otherwise incurred by any Related Party of an entity party against its owners or Affiliates) to any party to hereto or any Related Party of such party’s Related Parties under this Agreement for or any obligations documents or liabilities arising under, instruments delivered in connection with or related to this Agreement herewith or for any claim based on, in respect of, or by reason of this Agreement such obligations hereunder or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)by their creation.

Non-Recourse. All Legal Proceedings (whether in Contract or in tortThis Agreement may only be enforced against, in law or in equity) and any Action that may be based upon, in respect of, arise under, out of or by reason of, be connected with or relate in any manner to this Agreement Agreement, or the negotiation, execution, performance or non-performance breach, of this Agreement (including Agreement, including, any representation or warranty made in or alleged to have been made in, in connection with this Agreement or as an inducement to enter into to, this AgreementAgreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made by any party hereto only or asserted against (and are expressly limited to) the Persons that are expressly identified as parties hereto or theretoin the preamble to and signature pages of this Agreement and solely in their capacities as such and against Guarantor as provided in the Guarantee. No Person who is not a named party to this Agreementhereto (including, including (a) any directorformer, officercurrent or future direct or indirect equity holder, employeecontrolling Person, management company, incorporator, member, partner, stockholdermanager, director, officer, employee, agent, Affiliate, agentassignee, attorney or Representative representative of, and any financial advisor or lender to (all above-described Persons in this sub-clause (a), collectively, “Affiliated Persons”) a party hereto or any Affiliate of such party, and (b) any named party to this Agreement that is not itself a named party to this Agreement Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto and the Guarantor (the Persons in sub-clauses (a) and (b), together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto and the Guarantor and any Acquiring Person (as defined in the Guarantee), “Non-Party AffiliatesParties”), shall ) will have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, whatsoever in respect of, based upon or by reason arising out of any Recourse Theory under this Agreement or its negotiation or execution; and each Agreement. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in no event will any party hereto, any of its Affiliates or thereto waives and releases all such liabilitiesany Person claiming by, claims and obligations through or on behalf of any of them institute any Action under any Recourse Theory against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing Party. Notwithstanding anything to the contrary in this Agreement Section 10.11, nothing herein shall be deemed to limit the liability any liabilities or other obligations of the Guarantor or any Non-Party Affiliates, in each case Acquiring Person under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Guarantee.

Non-Recourse. All Legal Proceedings (whether in Contract or in tortThis Agreement may only be enforced against, in law or in equity) that may be and any Proceeding by any Person based upon, arise arising out of or relate related to this Agreement or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation may only be brought against, the Purchaser, the Merger Sub or warranty made in the Company and only with respect to the specific obligations set forth herein with respect to the Purchaser, the Merger Sub or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or theretoCompany. No Person who is not a named party to this Agreementpast, including any present or future director, officer, employee, incorporator, manager, member, partner, stockholdershareholder, Affiliate, agent, attorney or other Representative of the Purchaser, the Merger Sub or the Company, or any named party to this Agreement that is not itself of their successors or permitted assigns (each, a named party to this Agreement (“Non-Party AffiliatesRecourse Party”), shall will have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement Liability for any obligations of the Purchaser, the Merger Sub or liabilities arising under, in connection with or related to the Company under this Agreement or any Ancillary Agreement for any claim based on, in respect of, of or by reason of the transactions contemplated hereby. Without limiting the generality of the foregoing, to the maximum extent permitted by applicable Law, (i) each of the parties hereto hereby waives and releases any and all causes of action or Proceedings that may otherwise be brought in equity or at Law, or granted by statute, to avoid or disregard the entity form of a party hereto or otherwise impose Liability or other obligation of any party hereto on any Non-Recourse Party, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (ii) each party hereto disclaims any reliance upon any Non-Recourse Party with respect to the performance of this Agreement or its negotiation any representation or execution; warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding the foregoing, nothing in this Section 10.17 shall preclude any party to any Ancillary Agreement from making any claim thereunder, to the extent permitted therein and pursuant to the terms thereof (and subject to the applicable limitations set forth therein). This Section 10.17 is intended to benefit and may be enforced by the Purchaser, the Merger Sub, the Company and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Recourse Party Affiliates. The parties acknowledge (and agree that the Non-Party Affiliates are intended third-each such Person will be a third party beneficiaries beneficiary of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j10.17).

Non-Recourse. All Legal Proceedings claims or causes of Litigation (whether in Contract or in tort, in law or in equityequity 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, arise out of or 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 Agreement, any other Transaction Document or as an inducement to enter into this AgreementAgreement or such other Transaction Document) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to this Agreement, including any former, current or future director, officer, employee, incorporator, member, partner, stockholdershareholder, optionholder, warrantholder, member, Affiliate, agent, attorney or other Representative of any named party to this Agreement that is not itself a named party to this Agreement the Transaction Documents (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract or in tort, in law or in equityequity or otherwise, or based upon 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 that seeks to impose liability of an entity party against its owners or Affiliatesdoctrine, including alter ego or otherwise) to any party to this Agreement for any obligations or liabilities 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 its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n)‎9.13. Nothing in this Agreement precludes Notwithstanding anything to the parties or any Non-Party Affiliates from exercising any rightscontrary contained herein, and nothing in this Agreement Section ‎9.13 shall in any way limit or modify the liability or rights and obligations of any Non-Party AffiliatesParent, in each case Merger Sub, Guarantor or the Company under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)this Agreement.

Non-Recourse. All Legal Proceedings Except for the liabilities and obligations of the parties to the Confidentiality Agreement, the Debt Commitment Letter, the Rollover Agreements and the Voting Agreements under any of the foregoing Contracts to which they are expressly identified as parties, all claims, obligations, liabilities, or causes of action (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement or the Merger, or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in, in connection with this Agreement with, or as an inducement to enter into to, this Agreement) ), may be made by any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as the parties hereto or theretoin the preamble to this Agreement (the “Contracting Parties”). No Person who is not a named party to this AgreementContracting Party, including any directorcurrent, officer, employee, former or future incorporator, member, partner, manager, director, officer, stockholder, equityholder, Affiliate, agentRepresentative or assignee of, attorney and any financial advisor or lender to, any Contracting Party, or any current, former or future incorporator, member, partner, manager, director, officer, stockholder, equityholder, Affiliate, Representative or assignee of any named party to this Agreement that is not itself a named party to this Agreement of the foregoing and the Financing Parties (collectively, the “Non-Party AffiliatesRecourse Parties”), shall have any liability (whether in Contract 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 Affiliatesgranted by statute) to any party to this Agreement for any obligations claims, causes of action, obligations, or liabilities arising under, out of, in connection with with, or related in any manner to this Agreement or for any claim the Merger or based on, in respect of, or by reason of this Agreement or the Merger or the negotiation, execution, performance, or breach of this Agreement (other than, in each case, the liabilities and obligations of the parties to the Confidentiality Agreement, the Debt Commitment Letters, the Rollover Agreements and the Voting Agreements under any of the foregoing Contracts to which they are expressly identified as parties), and, to the maximum extent permitted by Applicable Law, each Contracting Party, on behalf of itself and its negotiation or execution; and each party hereto or thereto Affiliates, hereby waives and releases all such liabilities, claims claims, causes of action, and obligations against any such Non-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by Applicable Law, except as provided in the Confidentiality Agreement, the Debt Commitment Letters, the Rollover Agreements and the Voting Agreements, (i) each Contracting Party Affiliates. The parties acknowledge hereby waives and agree 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 Non-entity form of a Contracting Party Affiliates are intended third-party beneficiaries or otherwise impute or extend the liability of this Section 9(n). Nothing in this Agreement precludes the parties or a Contracting Party to any Non-Recourse Party, whether based on statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (ii) each Contracting Party Affiliates from exercising disclaims any rights, and nothing in this Agreement shall limit the liability or obligations of reliance upon any Non-Recourse Party Affiliates, in each case under with respect to the Merger performance of this Agreement or any other agreement representation or warranty made in, in connection with, or as an inducement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)this Agreement.

Non-Recourse. All Legal Proceedings (whether a) Notwithstanding anything to the contrary 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 negotiationOther Agreements, executionexcept to the extent expressly set forth in the applicable Equity Commitment Letter, performance the applicable Guaranty or non-performance the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (including and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any representation Liability for any Liabilities or warranty obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement Agreement, the Debt Commitment Letter, the Debt Financing or as an inducement to enter into this Agreement) may be made the transactions contemplated by any party hereto only against of the Persons that are expressly identified as parties hereto foregoing, whether at law or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tortequity, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising undercontract, in connection with tort or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)otherwise.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law or in equity) that may be based upon, arise out of or 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 AgreementAgreement and the other documents delivered pursuant hereto) may be made by any party hereto only against the Persons that are expressly identified as parties 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 extent set forth therein). No Person who is not a named party Party to this AgreementAgreement or the other documents delivered pursuant hereto (or a successor or permitted assign to such parties), including without limitation any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party Party to this Agreement (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party Party against its owners or Affiliatesaffiliates) to any party to this Agreement for any obligations or liabilities 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 on, in respect of, or by reason of this Agreement or any other document, certificate or instrument delivered pursuant hereto (except to the extent set forth therein) or its negotiation or execution; and each party Party hereto or thereto waives and releases all such liabilitiesLiabilities, claims and obligations against any such Non-Party Affiliates. The parties Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)9.8.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of expressed or relate to implied in this Agreement or any Transaction Document or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the negotiation, execution, performance or non-performance of this Agreement (including fact that any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) Party may be made a corporation, partnership or limited liability company, each Party, by any party hereto only against its acceptance of the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to benefits of this Agreement, including on behalf of itself and its applicable Non-Party Affiliates (as defined below) covenants, agrees and acknowledges that no Persons other than the Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any Transaction Document or any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, employeeagent, Affiliate, manager, assignee, incorporator, membercontrolling Person, fiduciary, representative or employee of any Party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, Affiliate, agent, attorney manager or Representative member of any named party to this Agreement that is not itself of the foregoing, in each case, acting in such capacities, but in no case including the Parties (each, but excluding for the avoidance of doubt, the Parties, a named party to this Agreement (“Non-Party AffiliatesAffiliate”), shall have any liability whether by or through attempted piercing of the corporate veil, by or through a claim (whether in Contract or in tort, in at law or in equity, in contract or based upon tort, or otherwise) by or on behalf of such Party against any theory Non-Party Affiliate, by the enforcement of any assessment or by any Proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being agreed and acknowledged that seeks to impose liability of an entity party against its owners no personal Liability whatsoever shall attach to, be imposed on, or Affiliates) to otherwise be incurred by any party to this Agreement Non-Party Affiliate, as such, for any obligations of the applicable Party under this Agreement or liabilities arising underthe Transactions, under any Transaction Document or any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection with herewith or related to this Agreement therewith, or for any claim (whether at law or in equity, in contract or tort, or otherwise) based on, in respect of, or by reason of this Agreement of, such obligations or its negotiation or executiontheir creation; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree provided that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement forgoing shall not limit the liability or obligations of any Non-Party Affiliates, in each case Affiliate under the Merger Agreement any Transaction Document or any other documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument, but only to which they the extent of the obligations of such Non-Party Affiliate thereunder. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are specifically named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a party or an express third third-party beneficiary thereof. This of this Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)11.19.

Non-Recourse. All Legal Proceedings Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement and the other Transaction Documents, covenants, agrees and acknowledges that no Persons other than the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in Contract or in tort, in law contract or in equityotherwise) by or on behalf of such party against such Persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that may no personal liability whatsoever shall attach to, be based uponimposed on, arise out or otherwise be incurred by any such Persons, as such, for any obligations of or relate to the applicable party under this Agreement or the negotiationtransactions contemplated hereby, executionunder any documents or instruments delivered contemporaneously herewith, performance in respect of any oral representations made or non-performance of this Agreement (including any representation or warranty alleged to be made in connection herewith or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreementtherewith, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of this Agreement of, such obligations or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiestheir creation. Notwithstanding anything in the Transaction Documents to the contrary, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliatesthe Investors shall be several, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)joint.

Non-Recourse. All Legal Proceedings (whether in Contract a) Except with respect to Actions arising under the R&W Insurance Policy or in tortany Ancillary Agreement, in law or in equity) that this Agreement may only be enforced against, and any Action based upon, arise arising out of of, or relate related to this Agreement Agreement, or the negotiation, execution, performance execution 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 only be made by any party hereto only brought against the Persons entities that are expressly identified named as parties and signatories hereto or theretoand then only with respect to the specific obligations set forth herein with respect to such Party. No Person who is not a named party and signatory to this Agreement, including any past, present or future director, officer, employee, incorporator, manager, member, current or future direct or indirect equityholder, controlling person, trustee, partner, stockholder, Affiliate, agent, attorney or Representative other representative of the Purchaser (including any Vintage Person (other than the Investor to the extent set forth in the Equity Commitment)), the Debt Financing Sources, their respective Affiliates and any of their Representatives, partners, managers, members or equityholders) or the Seller, of any named party to this Agreement that is not itself a named party to this Agreement Affiliate of any Party or of any ESL Person, or any of their successors or permitted assigns (collectively, “Non-Party AffiliatesRecourse Parties”), shall have any liability (for any obligations or liabilities of any Party under this Agreement or for any Action based on, in respect of or by reason of the transactions contemplated hereby, including any alleged nondisclosure or misrepresentations made by any such Persons, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in Contract contract or in tort, in or whether at law or in equity, or based upon otherwise. (b) Without limiting clause (a) above and without limiting any theory that seeks to impose liability of an entity party rights the Purchaser may have against its owners or Affiliates) to any Debt Financing Source under the Debt Commitment Letters, no Debt Financing Source who is not a party to this Agreement shall have any liability to the Seller or any of its Affiliates for any obligations or liabilities arising under, in connection with or related to this Agreement of the Purchaser or for any claim (whether at law or in equity, tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Without prejudice to the Seller’s rights in Section 5.10(a), in no event shall the Seller or any of its Affiliates (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or its negotiation seek to recover monetary damages from, any Debt Financing Source or execution; and each party hereto (ii) seek to enforce the Debt Financing or thereto waives and releases all such liabilitiesthe Debt Commitment Letters against, make any claims and obligations against for breach of the Debt Financing or the Debt Commitment Letters against, or seek to recover monetary damages from, or otherwise ▇▇▇, any such Non-Party Affiliates. The parties acknowledge and agree that Debt Financing Source for any reason, including in connection with the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes Debt Financing or the parties Debt Commitment Letters or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Debt Financing Sources thereunder.

Non-Recourse. All Legal Proceedings Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the parties hereto may be partnerships, limited liability companies, corporations or other entities, each Holder covenants, agrees and acknowledges that any claims or causes of action (whether in Contract contract, tort or in tort, in law otherwise) under or in equity) that may be based upon, arise out of or relate to this Agreement Agreement, any documents or instruments delivered by any Person pursuant hereto, or the negotiation, execution, execution or performance hereof or non-performance of this Agreement thereof (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) Agreement or such documents and instruments), may be made by any party hereto only against the Persons that are expressly identified as parties hereto hereto, and no former, current or thereto. No Person who is not a named party to this Agreementfuture, including any direct or indirect, equity holder, controlling Person, general or limited partner, stockholder, member, manager, director, officer, employee, incorporatoragent, memberconsultant, partnerattorney, stockholderfinancing source, advisor, Affiliate, agentportfolio company in which any such party or any of its investment fund Affiliates have made a debt or equity investment (and vice versa), attorney or Representative other representative of Parent or any named Sponsor or their respective Affiliates, successors or permitted assigns (including any Person negotiating or executing this Agreement on behalf of a party hereto) (each, a “Related Party” and collectively, the “Related Parties”), unless a party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Agreement, shall have any liability or obligation with respect to this Agreement, any document or instrument delivered pursuant hereto, or with respect any claim or cause of action (whether in Contract contract, tort or in tort, in law otherwise) that may arise out of or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party relate to this Agreement for any obligations document or liabilities arising underinstrument delivered pursuant hereto, or the negotiation, execution or performance of this Agreement or any document or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with or related as an inducement to enter into this Agreement or such documents and instruments), whether in connection with the enforcement of any assessment or with any legal equitable proceeding, or by virtue of any applicable law or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties, as such, for any obligation or liability of the Company or Parent under this Agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of, of or by reason of this Agreement such obligations or its negotiation liabilities or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)their creation.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equitya) Anything that may be based uponexpressed or implied in this Agreement notwithstanding, arise out each of or relate the parties hereto covenants, acknowledges and agrees that no person other than the parties to this Agreement shall have any liability or obligation hereunder and that, (i) the negotiation, execution, performance or non-performance fact that any Affiliate of any of the parties to this Agreement (including may be a partnership or limited liability company notwithstanding, no recourse hereunder or under any representation documents or warranty made in or instruments delivered in connection with this Agreement herewith shall be had against any former, current or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto future direct or thereto. No Person who is not a named party to this Agreement, including any indirect director, officer, employee, incorporatoragent, partner, manager, member, partnersecurityholder, Affiliate, stockholder, Affiliatecontrolling Person, agentassignee or representative of the parties hereto under this Agreement or under the Merger Agreement (any such person or entity, attorney other than the parties to this Agreement, or Representative their assignees under this Agreement or the Merger Agreement, a “Related Party”) or any Related Party of any named party of such parties’ Related Parties (including, without limitation, in respect of any liabilities or obligations arising under, or in connection with, any claim, including, without limitation, any claim of breach of a party’s obligations under the Merger Agreement and the transactions contemplated thereby or under this Agreement and the transactions contemplated hereby) whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, and (ii) no personal liability whatsoever will attach to, be imposed on or otherwise incurred by any Related Party of any of the parties to this Agreement that is not itself a named party to this Agreement (“Non-or any Related Party Affiliates”), shall have of any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to such parties’ Related Parties under this Agreement or for any claim based on, in respect of, or by reason of this Agreement the transactions contemplated hereby or its negotiation contemplated by the Merger Agreement, or execution; and each party hereto or thereto waives and releases all by the creation of such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n)transactions. Nothing in this Agreement precludes Agreement, express or implied, is intended to or shall confer upon any person, other than the parties to this Agreement, any right, benefit or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations remedy of any Non-Party Affiliates, in each case nature whatsoever under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)by reason of this Agreement.

Non-Recourse. All Legal Proceedings Except as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter, all claims, obligations, liabilities, or causes of action (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement Agreement, or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in, in connection with this Agreement with, or as an inducement to enter into to, this Agreement) ), may be made by any only against (and such representations and warranties are those solely of) a party hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except in the case of claims for fraud and except as contemplated by the Sponsor Guaranty and/or Equity Commitment Letter, this Agreement may only be enforced against, and any claim or Suit based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against a party hereto and then only with respect to the Persons that are expressly identified specific obligations set forth herein with respect to such party. Except in the case of claims for fraud, except as parties hereto or thereto. No contemplated by the Sponsor Guaranty and/or Equity Commitment Letter and except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement, no Person who is not a named party to this Agreementhereto, including any current, former or future director, officer, employee, incorporator, member, partner, manager, management company, stockholder, equityholder, controlling person, Affiliate, agent, attorney attorney, representative or Representative assignee of, and any financial advisor or lender to, any party, including Debt the Financing sources, or any current, former or future director, officer, employee, incorporator, member, partner, manager, management company, stockholder, equityholder, controlling person, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of any named party to this Agreement that is not itself a named party to this Agreement the foregoing (collectively, the “Non-Party Nonparty Affiliates”), provided that “Nonparty Affiliates” shall exclude Buyer and Sponsor) shall have any liability (whether in Contract 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 Affiliatesgranted by statute) to any party to this Agreement for any obligations claims, causes of action, obligations, or liabilities arising under, out of, in connection with with, or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation negotiation, execution, performance, or execution; and breach, and, to the maximum extent permitted by applicable laws, except as otherwise provided in the Sponsor Guaranty and/or Equity Commitment Letter, each party hereto or thereto hereby waives and releases all such liabilities, claims claims, causes of action, and obligations against any such Non-Party Nonparty Affiliates. The Without limiting the foregoing, to the maximum extent permitted by applicable laws, except in the case of claims for fraud, and except to the extent otherwise set forth in, and subject to the terms and conditions of, this Agreement, the Sponsor Guaranty, the Equity Commitment Letter, or the Confidentiality Agreement, (a) each party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a party or otherwise impose liability of a party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (b) each party hereto disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement; provided, however, that nothing in this Section 10.16 will limit Buyer’s ability to rely on those representations and warranties set forth in Article III (or in any certificate or instrument delivered pursuant to this Agreement). Notwithstanding anything to the contrary herein, but subject to clause (ii) of the immediately following sentence of this Section 10.16, none of the parties acknowledge hereto, nor any of their respective Affiliates, shall have any rights, claims or causes of action against any Debt Financing source or their respective Nonparty Affiliates in connection with the Debt Financing, this Agreement or the transactions contemplated by this Agreement, whether at law or in equity, in contract, in tort or otherwise, and agree that any such claims, rights and causes of action are disclaimed and released in full. Notwithstanding the Non-Party Affiliates are intended third-foregoing, (i) the Nonparty Affiliates, including the Debt Financing Sources, shall be third party beneficiaries of this Section 9(n). Nothing 10.16, each of whom may enforce the provisions of this Section 10.16, and (ii) nothing in this Agreement precludes Section 10.16 shall in (x) in any way limit or modify any Debt Financing sources’ (including each Debt Financing source’s Affiliates and its and its Affiliates’ respective officers, directors, employees, agents and representatives) obligations to Buyer or its Affiliates under the parties Debt Commitment Letter or any Non-Party Affiliates from exercising (y) impair any rights, claims or causes of action of the Buyer and nothing its Affiliates in respect of the Debt Commitment Letter. Notwithstanding the foregoing, this Agreement Section 10.16 shall limit be subject to the liability or obligations last sentence of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)6.2.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of expressed or relate to implied in this Agreement or the negotiation, execution, performance any document or non-performance of this Agreement (including any representation or warranty made in or instrument delivered in connection with this Agreement or as an inducement to enter into this Agreement) may be made herewith, by any party hereto only against its acceptance of the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to benefits of this Agreement, including the Investor and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney Affiliate or Representative agent of any named party to this Agreement of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through the other Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party 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. Without limiting the foregoing, no claim will be brought or maintained by the Shareholder, Parent or any of its Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not itself otherwise expressly identified as a named party Party to this Agreement (“Non-Party Affiliates”)Agreement, shall have and no recourse will be brought or granted against any liability (whether in Contract or in tortof them, in law or in equity, by virtue of or based upon any theory that seeks to impose liability alleged misrepresentation or inaccuracy in or breach or nonperformance of an entity party against its owners any of the representations, warranties, covenants or Affiliates) to agreements of any party to Party set forth or contained in this Agreement for Agreement, any obligations exhibit or liabilities arising underschedule hereto, in connection with any other document contemplated hereby or related to this Agreement any certificate, instrument, opinion, agreement or for other document of the other Party or any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such other Person delivered hereunder. The Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended Recourse Parties shall be express third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)9.13.

Non-Recourse. All Legal Proceedings Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, each Party covenants, agrees and acknowledges that no Person other than the Parties hereto has any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and each Party has no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability for such claims shall attach to the former, present or future equity holders, controlling persons, directors, officers, shareholders, partners, members or employees, general or limited partners, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Non-Recourse Party”), through any other Party 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 by or through a claim, by or on behalf of any other Party against any Non-Recourse Party, by the enforcement of any assessment or whether in Contract contract or in tort, in law or in equity) that may equity or otherwise, or granted by statute or otherwise. Without limiting the foregoing, no claim will be based upon, arise out of brought or 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 maintained by any party hereto only Party or any of its Affiliates or any of their respective successors or permitted assigns against the Persons any Non-Recourse Party that are is not otherwise expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including and no recourse will be brought or granted against any directorof them, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative by virtue of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), 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 alleged misrepresentation or inaccuracy in or breach or nonperformance of an entity party against its owners any of the representations, warranties, covenants or Affiliates) to agreements of any party to set forth or contained in this Agreement for Agreement, any obligations exhibit or liabilities arising underschedule hereto, in connection with any other document contemplated hereby or related to this Agreement any certificate, instrument, opinion, agreement or for other document of any claim based on, in respect of, other Party or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such other Person delivered hereunder. The Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended Recourse Parties shall be express third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)9.13.

Non-Recourse. All Legal Proceedings (whether in Contract or in tortExcept to the extent otherwise expressly provided herein, in law or in equity) that this Agreement may only be enforced against, and any Claim based upon, arise arising out of of, or relate related to this Agreement or the Financing, or the negotiation, execution, performance execution 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 only be made by any party hereto only brought against the Persons entities that are expressly identified named as parties hereto or theretoand then only with respect to the specific obligations set forth herein with respect to such party. No Person who is not Except to the extent a named party to this Agreement, including any or as otherwise expressly provided herein, no past, present or future director, officer, employee, incorporator, manager, member, partner, stockholderequityholder, Affiliate, agent, attorney or other Representative of any named party to this Agreement that is not itself a named hereto or any Lender or of any Affiliate of any party to this Agreement (“Non-Party Affiliates”)hereto or any Lender, or any of their successors or permitted assigns, shall have any liability (whether in Contract or in contract, tort, in law equity or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) to any party to this Agreement for any of the representations, warranties, covenants, agreements or other obligations or liabilities arising under, in connection with or related to of any of any party hereto under this Agreement or for any claim based on, in respect of, of or by reason of the transactions contemplated hereby. Without limiting the foregoing, no claim will be brought or maintained by Buyer or any other Buyer Indemnified Person or any of their respective successors or permitted assigns against any present or future equity holder, stockholder, member, partner, manager, director, officer, employee (present or former), Affiliate, agent or Representative of any party which is not otherwise expressly identified as party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any party set forth or contained in this Agreement or its negotiation any exhibit or execution; and each party schedule hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)certificate delivered hereunder.

Non-Recourse. All Legal Proceedings Except in the case of claims against a Person in respect of such Person’s actual fraud: (whether in Contract a) Solely with respect to the Company, Acquiror and Merger Sub, this Agreement may only be enforced against, and any claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of of, or relate related to this Agreement or the negotiationtransactions contemplated hereby may only be brought against, executionthe Company, performance or non-performance of this Agreement Acquiror and Merger Sub as named parties hereto; and (including any representation or warranty made in or in connection with this Agreement or as an inducement b) except to enter into this Agreement) may be made by any the extent a party hereto (and then only against to the Persons that are expressly identified as parties hereto extent of the specific obligations undertaken by such party hereto), (i) no past, present or thereto. No Person who is not a named party to this Agreement, including any future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor or Representative representative or Affiliate of the Company, Acquiror or Merger Sub and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement that is not itself of the foregoing (each of the foregoing, a named party to this Agreement (“Non-Party AffiliatesNonparty Affiliate”), ) shall have any liability or obligation (whether in Contract or in Contract, tort, in law equity or in equityotherwise, or based upon granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) for any theory that seeks to impose liability one or more of an entity party against its owners the representations, warranties, covenants, agreements or Affiliates) to other obligations or liabilities of any party to one or more of the Company, Acquiror or Merger Sub under this Agreement for any obligations or liabilities claim based on, arising underout of, in connection with or related to this Agreement or for any claim based onthe transactions contemplated hereby, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives party, on behalf of itself and its Affiliates, hereby irrevocably releases all such liabilities, claims and obligations against forever discharges of the Nonparty Affiliates from any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)obligation.

Non-Recourse. All Legal Proceedings This Agreement may only be enforced against the named parties hereto (whether in Contract subject to the terms, conditions and other limitations set forth herein), and (a) all claims or in tort, in law or in equity) causes of action that may be based upon, arise out of or relate to this Agreement or Agreement, the negotiation, execution, performance execution 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 Agreement, the termination of this Agreement) , the failure to consummate the transactions contemplated hereby or any claims or actions under applicable Laws arising out of any such breach, termination or failure, may be made by any party hereto only against the Persons that are expressly identified as parties hereto and (b) no past, present or thereto. No Person who is not a named party to this Agreementfuture director, including any directormanager, officer, employee, incorporator, member, general or limited partner, stockholder, Financing Source, controlling person, Optionholder, RSUholder, Warrantholder, trustee, Affiliate, agent, attorney attorney, successors and assigns or Representative representative of any named party to hereto (including any person negotiating or executing this Agreement that is not itself on behalf of a named party to this Agreement (“Non-Party Affiliates”), hereto) shall have any liability (or obligation with respect to this Agreement or any of the other Transaction Documents or with respect to any claim or cause of action that may arise out of or relate to this Agreement or any of the other Transaction Documents, or the negotiation, execution or performance of this Agreement. Nothing in this Section 7.17 shall be deemed to alter, modify, replace or limit the terms, provisions and agreements set forth in Section 7.1. Notwithstanding anything herein to the contrary, none of the Financing Sources will have any liability to the Company or any of its Affiliates relating to or arising out of this Agreement, the Debt Financing or otherwise, whether in Contract or in tort, in at law or in equity, in contract, tort or based upon otherwise, and neither the Company nor any theory that seeks to impose liability of an entity party against its owners Affiliates shall have any rights 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 on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree of the Financing Sources hereunder or thereunder (provided that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement herein shall limit the liability rights of the Company and its Affiliates from and after the Effective Time under any Debt Commitment Letter or obligations Definitive Financing Arrangements (but not, for the avoidance of any Non-Party Affiliatesdoubt, in each case under this Agreement) to the Merger Agreement or any other agreement to which they extent the Company and/or such Affiliate(s) are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(jthereto).

Non-Recourse. All Legal Proceedings Actions (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 any ancillary agreement hereto, including the Equity Commitment Letter, or the negotiation, execution, performance or non-performance of this Agreement or any ancillary agreement hereto (including any representation or warranty made in or in connection with this Agreement Agreement, the ancillary agreements hereto or as an inducement to enter into this AgreementAgreement or such ancillary agreements) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto, including, in the case of the Equity Commitment Letter, directly against the Equity Investor. In no event shall any named party to this Agreement or any ancillary agreement hereto have any shared or vicarious liability for the actions or omissions of any other Person, except, in the case of the Equity Investor, the obligation to fund the Merger Consideration hereunder on behalf of Parent and Merger Sub pursuant to the Equity Commitment Letter. No Person who is not a named party to this AgreementAgreement or any ancillary agreement hereto, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any ancillary agreement hereto (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement Agreement, the ancillary agreements hereto or for any claim based on, in respect of, or by reason of this Agreement Agreement, the ancillary agreements hereto or its their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates; provided, for the avoidance of doubt, nothing in this Section 8.6 shall impact the Equity Investor’s obligations to fund the Merger Consideration pursuant to the terms of the Equity Commitment Letter. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)8.6.

Non-Recourse. All Legal Proceedings Claims (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 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party 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 its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).

Non-Recourse. All Legal Proceedings Except for any Claims for Actual Fraud committed by such Person, all Claims (whether in Contract contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the other Ancillary Documents, or the negotiation, execution, performance execution or non-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) Agreement or the other Ancillary Documents), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or and thereto. No Except for any Claims for Actual Fraud committed by such Person, no Person who is not a named party to this AgreementAgreement or the other Ancillary Documents, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement or the other Ancillary Documents (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement for any obligations or liabilities 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 on, in respect of, or by reason of this Agreement or its such other Ancillary Agreement (as the case may be) or the negotiation or executionexecution hereof or thereof; and each party hereto or thereto waives and releases all such liabilitiesLiabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are expressly intended third-as third party beneficiaries of this Section 9(n)provision of this Agreement. Nothing For the avoidance of doubt, none of the Financing Sources will have any liability to the Seller or its Affiliates relating to or arising out of this Agreement, the Debt Financing or otherwise, whether at law, or equity, in this Agreement precludes the parties contract, in tort or any Non-Party Affiliates from exercising any rightsotherwise, and nothing neither the Seller nor any of its Affiliates will have any rights or claims against any of the Financing Sources hereunder or thereunder; provided that this sentence shall in this Agreement shall no way limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement Company’s ability to which they are specifically a party or an express third party beneficiary thereof. This seek specific performance pursuant to Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)9.17.

Non-Recourse. All Legal Proceedings (whether in Contract or in tortAnything contained herein to the contrary notwithstanding, in law or in equity) that may with the exception of the Limited Guaranty, no recourse shall be based upon, arise out of or relate to this Agreement or had for 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative payment of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any obligation or liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement hereunder or for any claim based on, hereon or otherwise in respect ofhereof against (i) Limited Guarantor, any direct or indirect partner, agent, contractor, director, officer, member, consultant, manager, stockholder, subscriber to capital stock, incorporator, beneficiary, participant, trustee or advisor of Seller or Limited Guarantor, any member in Seller, or by reason any partner or member therein; (ii) any legal representative, heir, estate, successor or assign of any thereof; (iii) any corporation (or any officer, director, employee or shareholder thereof), limited liability company (or member thereof), partnership (or any partner thereof), individual or entity to which any ownership interest in Seller shall have been directly or indirectly transferred; (iv) any purchaser of any asset of Seller; or (v) any other Person (except Seller, to the extent expressly set forth in the Program Agreements), for any deficiency or other sum owing with respect to any obligation or liability arising under this Agreement. It is understood that any obligation or liability under or with respect to this Agreement may not be enforced against any Person described in clauses (i) through (v) above; provided, however, that the foregoing provisions of this Agreement paragraph shall not: (a) prevent recourse to (i) Seller, the assets of Seller or any Purchased Assets or (ii) against Limited Guarantor or its negotiation assets to the extent of the Limited Guarantor's obligation under the Limited Guaranty; (b) in the event of any fraud, misappropriation or executionmisapplication of funds, or intentional misrepresentation, estop Buyer from instituting or prosecuting a legal action or proceeding or otherwise making a claim against the Person or Persons committing such fraud, misappropriating or misapplying such funds, or making such intentional misrepresentation, or the recipient or beneficiary of such fraud, misappropriation or misapplication, whether or not such person, recipient or beneficiary, is any Person described in clauses (i) through (v) above for losses relating to or arising from such actual fraud, misappropriation or misapplication, or intentional misrepresentation; and each party hereto or (c) constitute a waiver, release or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties discharge or any Non-Party Affiliates from exercising any rightsobligation evidenced by this Agreement, and nothing the same shall continue until paid or discharged in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)full.

Non-Recourse. All Legal Proceedings Except as expressly set forth in this Agreement or any Ancillary Agreement and excluding any claims or remedies of a party to this Agreement for Fraud against a Person that committed such Fraud or participated in such Fraud, all obligations or Actions (whether in Contract contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise out of under, by reason of, be connected with, or relate to this Agreement Agreement, or the negotiation, execution, performance execution 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) and the transactions contemplated hereby, may be made by any party hereto only against the Persons that are expressly identified as parties hereto to this Agreement or theretoany Ancillary Agreement, including the Support Agreement (the “Contracting Parties”). No Person who is not a named party to this AgreementContracting Party, including any past, present or future director, officer, employee, incorporator, member, partner, stockholdermanager, equityholder, Affiliate, agent, attorney attorney, representative or Representative assignee of, and any financial advisor or lender to, any Contracting Party, or any past, present or future director, officer, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, attorney, representative assignee of, and any financial advisor or lender to, any of the foregoing, but excluding any director, officer or employee of any named party to this Agreement that is Company Entity not itself a named party to this Agreement otherwise affiliated with or employed by CD&R (collectively, the “Non-Party AffiliatesRecourse Parties”), shall will have any liability Liability (whether in Contract contract or in tort, in law Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesgranted by statute) to any party to this Agreement for any obligations or liabilities Actions arising under, in connection with with, or related to this Agreement or for any claim the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation negotiation, execution, performance or execution; breach of this Agreement and the transactions contemplated hereby (whether sounding in contract or tort, or whether at law or in equity, on public policy grounds, under any Law (including under securities Laws or RICO), for conspiracy, aiding or abetting or other similar claim (including with respect to a claim permitted against a party to this Agreement) or otherwise), and, to the maximum extent permitted by Law, each party hereto or thereto Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims Actions and obligations against any such Non-Party AffiliatesRecourse Parties, in each case, other than with respect to any claims pursuant to any Ancillary Agreement and any claims or remedies for Fraud against a Person that committed such Fraud or participated in such Fraud. In furtherance of the foregoing, effective as of the Closing, Buyer hereby waives, releases and covenants not to ▇▇▇ on its own behalf and on behalf of its Non-Recourse Parties, to the fullest extent permitted under applicable Law, Seller and its Non-Recourse Parties, whether in any individual, corporate or any other capacity, from and against any and all other rights, claims and causes of action Buyer and its Non-Recourse Parties may have against Seller and its Non-Recourse Parties relating (directly or indirectly) to the subject matter of this Agreement or the transactions contemplated hereby (including relating to any exhibit, the Seller Disclosure Letter or document delivered hereunder or any failure to obtain any consent or authorization from any Person in connection with the transactions contemplated hereby) or the ownership or operation of the Company Entities prior to the Closing, including whether arising under or based upon any Law (including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or any other Environmental Laws) or otherwise and including any rights to rescission of the transactions contemplated hereby and including any rights of contribution, indemnification, reimbursement or other similar rights, other than (i) claims against Seller surviving pursuant to Section 8.01, (ii) claims pursuant to any Ancillary Agreement and (iii) any claims against a Person that committed or participated in Fraud. The parties acknowledge and hereto agree that the limits imposed on Buyer’s and its Non-Party Affiliates are intended third-party beneficiaries of Recourse Parties’ remedies with respect to this Agreement and the transactions contemplated hereby (including this Section 9(n)8.02) were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunder. Nothing Buyer agrees on behalf of itself and each of its Non-Recourse Parties not to avoid or attempt to avoid the limitations on liability set forth in this Agreement precludes by (i) seeking damages for breach of contract, tort or pursuant to any other theory of liability or asserting any claim against any of Seller’s or the parties or any Company Entities’ Non-Party Affiliates from exercising Recourse Parties for conspiracy, aiding or abetting or other theory of liability with respect to a claim that may be asserted against a party to this Agreement all of which are hereby irrevocably waived or (ii) asserting or threatening any rightsclaim against any Person that is not a party hereto (or a successor to a party hereto) for breaches of the representations, and nothing warranties, covenants or agreements contained in this Agreement shall limit the liability or obligations of any Non-Party AffiliatesAgreement, in each case under the Merger case, other than with respect to any claims pursuant to any Ancillary Agreement and any claims or any other agreement to which they are specifically remedies for Fraud against a party Person that committed such Fraud or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)participated in such Fraud.

Non-Recourse. All Legal Proceedings Notwithstanding anything herein (whether in Contract including the Senior Guarantee) or in tortany other agreement, document, certificate, instrument, statement or omission referred to below to the contrary, the Issuer and the Partnership are liable hereunder and under the Senior Notes only to the extent of the assets of the Issuer and the Partnership and the interest of the Issuer in law the Senior Notes and no other person or in equity) that may be based uponentity, arise out of or relate to this Agreement or the negotiationincluding, executionbut not limited to, 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any directorpartner, officer, employeecommittee or committee member of the Partnership or any partner therein or of any Affiliate of the Partnership, or any incorporator, memberofficer, partnerdirector or shareholder of the Issuer, stockholderor any Affiliate or controlling Person or entity of any of the foregoing, Affiliate, or any agent, attorney employee or Representative lender of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)of the foregoing, or any successor, personal representative, heir or assign of any of the foregoing, in each case past, present, or as they may exist in the future, shall have be liable in any liability respect (whether in Contract including without limitation the breach of any representation, warranty, covenant, agreement, condition or in tort, in law indemnification or in equity, contribution undertaking contained herein or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatestherein) 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 onwith, in respect arising out of, or by reason of relating to this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement Indenture or any other agreement to which they are specifically a party agreement, document, certificate, instrument or an express third party beneficiary thereof. This Section 9(nstatement (oral or written) is subject related to, executed or to be executed, delivered or to be delivered, or made or to be made, or any omission made or to be made, in connection with any of the foregoing or any of the transactions contemplated in any such agreement, document, certificate, instrument or statement. Notwithstanding the foregoing, the Holders preserve any personal claims they may have for fraud, liabilities under the Securities Act, and does other liabilities that cannot alter be waived under applicable federal and state laws in connection with the scope purchase of the Senior Notes; provided, however, that such conduct shall not constitute an Event of Default under this Indenture, the Senior Notes or application ofthe Senior Note Mortgage or any document executed in conjunction therewith or otherwise related thereto. Any agreement, Section 9(j)document, certificate, statement or other instrument to be executed simultaneously with, in connection with, arising out of or relating to this Indenture, the Senior Notes or any other agreement, document, certificate, statement or instrument referred to above, or any agreement, document, certificate, statement or instrument contemplated hereby shall contain language mutatis mutandis to this paragraph and, if such language is omitted, shall be deemed to contain such language.

Non-Recourse. All Legal Proceedings This Agreement may only be enforced against, and any claim, obligation, liability, action, suit or other legal proceeding (whether in Contract contract or in tort, in law or in equity, or granted by statue) that may be based upon, arise arising out of of, or relate related to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in, in connection with this Agreement with, or as an inducement to enter into to, this Agreement) ), or the negotiation, execution or performance of this Agreement, may only be made by any party hereto only brought against the Persons entities that are expressly identified named as parties hereto or theretoand only with respect to the specific obligations set forth herein. No Person who is not a named party to this Agreementpast, including any present or future director, officer, employee, incorporator, manager, member, partner, stockholdershareholder, Affiliate, agent, attorney or Representative other representative of any named party to this Agreement that is not itself a named hereto of or any Affiliate of any party to this Agreement hereto, or any past, present or future director, officer, employee, incorporator, manager, member, partner, shareholder, Affiliate, agent, attorney or other representative of any of the foregoing, or any of their successors or permitted assigns (collectively, “Non-Party Nonparty Affiliates”), shall have any liability (whether in Contract 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 Affiliatesgranted by statute) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to of any party hereto under this Agreement or for any claim or Action based on, in respect of, of or by reason of this Agreement or its negotiation or execution; the transactions contemplated hereby, and, to the maximum extent permitted by law, each Buyer Party and each party hereto or thereto Seller Party hereby waives and releases all such liabilities, claims claims, causes of action and obligations obligation against any such Non-Nonparty Affiliate. To the maximum extent permitted by law, (a) each Buyer Party Affiliates. The parties acknowledge hereby waives and agree 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 Seller Party or otherwise impose liability of a Seller Party under this Agreement on any Nonparty Affiliate (including without limitation any Shareholder), whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the corporate veil, fraudulent transfer, improper distribution, unfairness, undercapitalization or otherwise, and (b) except (i) as expressly provided in the Non-Compete Agreements and (ii) with respect to the performance obligations of Seller Parent in its capacity as a Seller hereunder, each Buyer Party disclaims any reliance upon any Nonparty Affiliates are intended third-party beneficiaries (including without limitation any Shareholder) with respect to the performance of this Section 9(n)Agreement or any representation or warranty made in, in connection with or as an inducement to this Agreement. Nothing in this Agreement precludes Notwithstanding anything herein to the parties or contrary, (i) nothing herein shall affect any rights of a Buyer Party under any Non-Compete Agreement, (ii) nothing herein shall affect any rights of a Buyer Party Affiliates from exercising against any rightsPerson (including a Nonparty Affiliate) with respect to any liability, and nothing in claim, cause of action or Table of Contents other obligation other than any obligation or liability of any Seller Party under this Agreement and (iii) nothing herein shall limit affect any rights of a Buyer Party against any Person in respect of fraud (or the liability or obligations ability to demonstrate any element thereof) by such Person. Table of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).Contents

Non-Recourse. All Legal Proceedings (whether in Contract or in tortThis Agreement may only be enforced against, in law or in equity) that may be and any Action based upon, arise arising under, out of or relate in connection with, or related in any manner to this Agreement Agreement, the other Transaction Documents (other than the Newco LLC Agreement) or the negotiationtransactions contemplated hereby and thereby may only be brought against, execution, performance or non-performance the entities that are expressly named as Parties in the preamble of this Agreement (including any representation or warranty made in or in connection the “Contracting Parties”) and then only with this Agreement or as an inducement respect to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or theretospecific obligations set forth herein with respect to such Contracting Party. No Person who that is not a named party to this AgreementContracting Party, including any directorpast, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney present or future Representative or Affiliate of any named party to this Agreement that is not itself Contracting Party or any Affiliate of any of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesNonparty Affiliate”), shall have any liability Liability (whether in Contract or in contract, tort, in law at Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners granted by statute or Affiliatesotherwise) to any party to this Agreement for any obligations Actions or liabilities Liabilities arising under, out of or in connection with with, or related in any manner to this Agreement Agreement, the other Transaction Documents (other than the Newco LLC Agreement) or for any claim the transactions contemplated hereby and thereby, or based on, in respect of, of or by reason of this Agreement or its negotiation negotiation, execution, performance or execution; and breach. To the maximum extent permitted by applicable Law, (a) each party hereto or thereto Contracting Party hereby waives and releases all such liabilities, claims Actions and obligations Liabilities against any such Non-Nonparty Affiliates; (b) each Contracting Party Affiliates. The parties acknowledge hereby waives and agree releases any and all rights or Actions that may otherwise be available to avoid or disregard the Non-entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (c) each Contracting Party disclaims any reliance upon any Nonparty Affiliates are intended third-party beneficiaries with respect to the performance of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement representation or warranty made in, in connection with, or as an inducement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)this Agreement.

Non-Recourse. All Legal Proceedings (a) This Agreement may only be enforced against, and any Action (whether in Contract contract or in torttort or otherwise, in or whether at law (including at common law or by statute) or in equity) that may be based uponon, arise out of or 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) subject matter hereof, may only be made by any party hereto only brought against the Persons that are expressly identified as parties hereto or theretoParties and the Unitholders. No Person who is not a named party Party (other than the Unitholders), including any past, present or future Representative of any of the Company, the RCP Parties, the GA Parties, the Blockers, the Blocker Sellers or any of their respective Affiliates, in each case, other than any Party, shall have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Purchaser or any other Person resulting from (nor shall Purchaser have any claim with respect to) (i) the distribution to Purchaser, or Purchaser’s use of, or reliance on, any information, documents, projections, forecasts or other material made available to Purchaser in the Dataroom or otherwise, confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), 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 Affiliatesii) 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, the sale and purchase of the Company or the Blockers pursuant to this Agreement Agreement, including any alleged non-disclosure or its negotiation misrepresentations made by any such Persons, in each case, regardless of the legal theory under which such liability or executionobligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each party hereto or thereto Party waives and releases all such liabilities, claims liabilities and obligations against any such Non-Party Affiliates. The parties acknowledge Persons. (b) Notwithstanding anything herein to the contrary, the Company, the Blockers and agree that the Non-Party Affiliates are intended third-party beneficiaries Blocker Sellers (each, on behalf of itself and each of their respective Representatives (collectively, the “Debt Financing Related Parties”)) hereby waives any rights or claims against any Debt Financing Source in connection with this Section 9(n). Nothing Agreement, the Debt Financing or the Debt Commitment Letter, whether at law or equity, in contract, in tort or otherwise, and the Company, the Blockers and the Blocker Sellers (each, on behalf of itself and each of its Debt Financing Related Parties) agrees not to commence any Action against any Debt Financing Source in connection with this Agreement precludes or the parties transactions contemplated hereunder (including any Action relating to the Debt Financing or any Non-Party Affiliates from exercising any rights, and the Debt Commitment Letter); provided that nothing in this Agreement Section 11.16(b) shall in any way limit or qualify the liability obligations and liabilities of the Debt Financing Sources to Purchaser thereunder or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)connection therewith.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, performance execution 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 ), shall be made by any party hereto only against a party and only with respect to the Persons that are expressly identified specific obligations undertaken by such party as parties hereto set forth herein and no other Person shall have any liability for any obligations or thereto. No liabilities based upon, arising out of, or related to this Agreement or the transactions contemplated hereby and no Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Recourse Related Party, shall have any liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability Losses of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities Losses 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 its negotiation negotiation, execution, performance, non-performance, interpretation, termination, enforcement, construction or execution; execution or any of the transactions contemplated hereby. Each of the Company and each party hereto or thereto the Investor hereby waives and releases all such liabilitiesLosses, claims claims, Actions and obligations against any such Non-Party AffiliatesPerson, including such other party’s Recourse Related Parties. The parties acknowledge In furtherance and agree that not in limitation of the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing foregoing, and notwithstanding anything contained in this Agreement precludes the parties Agreement, or any Non-Party Affiliates from exercising any rightsother agreement referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and nothing in this Agreement shall limit the liability or obligations acknowledges, on behalf of any Non-Party itself and its respective Affiliates, in each case that no recourse under the Merger this Agreement or any other agreement to which they are specifically referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against any Person not a party to this Agreement, including the other party’s Recourse Related Parties, it being expressly agreed and acknowledged that no personal liability or an express third party beneficiary thereof. This Section 9(n) is subject losses whatsoever shall attach to, and does be imposed on or otherwise be incurred by any Person that is not alter the scope or application of, Section 9(j)a party to this Agreement.

Non-Recourse. All Legal Proceedings Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Parties each covenant, agree and acknowledge that no Person other than a Party to this Agreement have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that the Parties have no right of recovery under this Agreement, or any claim based on such liabilities, obligations, commitments against, and no personal liability hereunder shall attach to the former, present or future equity holders, controlling persons, directors, officers, shareholders, partners, members or employees, general or limited partners, member, manager, Affiliate or agent of any of the foregoing (collectively, but not including a Party, each a “Non-Recourse Party”), through the relevant Party 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 by or through a claim, by or on behalf of the relevant Party against any Non-Recourse Party, by the enforcement of any assessment or whether in Contract contract or in tort, in law or in equity) equity or otherwise, or granted by statute or otherwise. Without limiting the foregoing, no claim will be brought or maintained by the Parties or any of their Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that may be based upon, arise out of or 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 the Persons that are is not otherwise expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including and no recourse will be brought or granted against any directorof them, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative by virtue of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), 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 alleged misrepresentation or inaccuracy in or breach or nonperformance of an entity party against its owners any of the representations, warranties, covenants or Affiliates) to agreements of any party to Party set forth or contained in this Agreement for Agreement, any obligations exhibit or liabilities arising underschedule hereto, in connection with any other document contemplated hereby or related to this Agreement any certificate, instrument, opinion, agreement or for other document of the relevant Party or any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such other Person delivered hereunder. The Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended Recourse Parties shall be express third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)9.13.

Non-Recourse. All Legal Proceedings Notwithstanding anything to the contrary in this Agreement, each Party agrees, on behalf of itself and its Related Parties, that this Agreement and the other Transaction Documents may only be enforced against, and any Action (whether in Contract contract or in tort, in law Law or in equityequity 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 uponfor any breach (whether willful, arise intentional (including an Intentional Breach), unintentional or otherwise), Loss, Liability, damage or otherwise in connection with, relating to or arising out of or 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) Transaction Claims may only be made by any party hereto only brought against the Persons Entities that are expressly identified named as parties hereto or theretothereto and then only with respect to the specific obligations set forth herein or therein with respect to such party, and solely in accordance with, and subject to the terms and conditions of, this Agreement or such other Transaction Document, as applicable. No Person who is not a named party Notwithstanding anything to the contrary in this Agreement, including no Debt Financing Source, Related Party or Affiliate of Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner, or any directorformer, officercurrent or future officers, employeeemployees, incorporatordirectors, memberpartners, partnershareholders, stockholderequity holders, Affiliatemanagers, agentmembers, attorney clients, attorneys, agents, advisors or Representative other Representatives of a Debt Financing Source, Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner or of any named party to this Agreement that is not itself such Affiliate (each, other than Buyer, Buyer Sub, a named party to this Agreement (Guarantor, Remainco or Merger Partner, a “Non-Party AffiliatesRecourse Party”), ) shall have any liability Liability for any Liabilities of any Party hereto or thereto under this Agreement or any Transaction Document or for any Action (whether in Contract contract or in tort, in law Law or in equityequity or otherwise, or based upon any theory that seeks to impose granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability of 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 on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement company veil or any other agreement theory or doctrine, including alter ego or otherwise) in connection with, relating to or arising out of any of the Transaction Claims, other than the obligations of the Guarantors solely in accordance with, and subject to the terms and conditions of, the Guaranty, provided that this sentence shall not (a) limit Remainco and ▇▇▇▇▇▇ Partner’s rights to specific performance in accordance with Section 11.14 or the Equity Commitment Letter, (b) limit the rights or Liabilities of any Person (including Non-Recourse Party) with respect to any Transaction Document to which they are specifically a party or an express third party beneficiary thereof(c) limit the rights that the Buyer or any Buyer Related Party may assert against any Debt Financing Source pursuant to the terms and conditions of the Debt Financing, the Debt Commitment Letter or any Alternative Debt Commitment Letter. This Section 9(nIn furtherance and not in limitation of the foregoing, (i) is subject toeach of Remainco and ▇▇▇▇▇▇ Partner covenants, and does not alter the scope or application of, Section 9(j).agrees and

Non-Recourse. All Legal Proceedings Except as otherwise expressly provided in this Agreement, (whether in Contract a) this Agreement may only be enforced against, and any claims or in tort, in law or in equity) causes of action that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, performance execution 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) the transactions contemplated hereby, may only be made by any party hereto only against the Persons that are expressly identified as parties hereto Parties herein in their capacities as such, (b) no former, current or thereto. No Person who is not a named party to this Agreementfuture stockholders, including 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, partnermanager, stockholder, Affiliate, agent, attorney agent or Representative Affiliate of any named party to this Agreement that is not itself of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesRecourse Party”), ) shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement of the Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, of or by reason of this Agreement the transactions contemplated hereby or its negotiation in respect of any representations made or executionalleged to be made in connection herewith; and each party hereto or thereto waives and releases all such liabilitiesprovided, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree however, that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement foregoing shall not limit the liability obligations or obligations liabilities of any Non-Recourse Party Affiliates, in each case under the Merger any Ancillary Agreement or any other agreement to which they are specifically such Non-Recourse Party is a party or an express third party beneficiary thereof. This Section 9(n) is subject toparty, and does not alter (c) without limiting the scope rights of any Party against the other Party, in no event shall any Party or application any of its Affiliates seek to enforce this Agreement against or make any claims for breach of this Agreement against any Non-Recourse Party. The covenants contained in this Section 8.13 are intended to be for the benefit of, Section 9(j)and shall be enforceable by, each of the Non-Recourse Parties and their respective heirs and assigns and shall not be deemed exclusive of any other rights to which any such Person may be entitled, whether pursuant to Law, Contract or otherwise.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law Law or in equity) that may be based upon, arise out of or relate to this Agreement or the Ancillary Documents, or the negotiation, execution, performance execution or non-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) Agreement or the Ancillary Documents), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or Parties and thereto. No Person who is not a named party to this AgreementAgreement or the Ancillary Documents, including (a) any past, present or future director, officer, employee, incorporator, member, partner, equityholders (including stockholders and optionholders), Affiliate, agent, attorney or representative of any named party to this Agreement or the other Ancillary Documents, and (b) any Debt Financing Party, any affiliate of a Debt Financing Party and any director, officer, employee, incorporator, member, partner, stockholderequityholders (including stockholders and optionholders), Affiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement the foregoing (“Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in law Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement 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 on, in respect of, or by reason of this Agreement or its such other Ancillary Document (as the case may be) or the negotiation or executionexecution hereof or thereof; and each party hereto or thereto Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are expressly intended third-as third party beneficiaries of this provision of this Agreement. Notwithstanding the foregoing, this Section 9(n). Nothing 10.19 shall in this Agreement precludes no way limit Buyer’s recourse against any Person in the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations case of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Fraud.

Non-Recourse. All Legal Proceedings Except to the extent otherwise set forth in any Equity Commitment Letter and the Confidentiality Agreement, all Liabilities or Actions (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement Agreement, or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in, in connection with this Agreement with, or as an inducement to enter into to, this Agreement) ), may be made by any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties hereto or theretoin the preamble to this Agreement. No Person who is not a named party to this Agreement, including any directorpast, officer, employee, incorporator, member, partner, stockholderpresent or future equityholder, Affiliate, agentRepresentative or assignee of, attorney and any financial advisor or lender to, any party, or any past, present or future equityholder, Affiliate, Representative or assignee of, and any financial advisor or lender to, any of any named party to this Agreement that is not itself a named party to this Agreement the foregoing (collectively, the “Non-Party Nonparty Affiliates”), shall have any liability Liability (whether in Contract 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 Affiliatesgranted by statute) to any party to this Agreement for any obligations Liabilities or liabilities Actions arising under, out of, in connection with with, or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation negotiation, execution, performance, or execution; breach (other than as set forth in any Equity Commitment Letter and the Confidentiality Agreement), and, to the maximum extent permitted by Law, each party hereto or thereto hereby waives and releases all such liabilities, claims and obligations Liabilities or Actions against any such Non-Party Nonparty Affiliates. The parties acknowledge Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in any Equity Commitment Letter and agree that the Non-Party Confidentiality Agreement, each party hereto disclaims any reliance upon any Nonparty Affiliates are intended third-party beneficiaries with respect to the performance of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party representation or warranty made in, in connection with, or as an express third party beneficiary thereof. This Section 9(n) is subject inducement to, and does not alter the scope or application of, Section 9(j).this Agreement. [Signature Page Follows]

Non-Recourse. All Legal Proceedings (whether Notwithstanding anything to the contrary in Contract this Agreement, this Agreement and any other Transaction Document may only be enforced against, and any Action for breach of this Agreement or in tortany other Transaction Document may only be made against, in law or in equity) the entities that may be based upon, arise out of or relate are expressly identified herein as parties to this Agreement or such other Transaction Document and none of the negotiationformer, executioncurrent and future Affiliates, performance or non-performance directors, officers, managers, employees, advisors, Representatives, shareholders, members, managers, partners, successors and assigns 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreementany Affiliate thereof or any former, including any current and future Affiliate, director, officer, manager, employee, incorporatoradvisor, Representative, shareholder, member, partnermanager, stockholderpartners, Affiliate, agent, attorney or Representative successor and assign of any named party to this Agreement of the foregoing (collectively, “Related Parties” XE "Related Parties” \t “10.15” ) that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party 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 its negotiation or execution; and each party hereto or thereto waives shall have any Liability for any Liabilities of the parties hereto or thereto for any Proceeding (whether in tort, contract or otherwise) for breach of this Agreement, such Transaction Document or in respect of any oral representations made or alleged to be made in connection herewith or therewith, and releases all such liabilities, claims and obligations none of the parties hereto or thereto shall have any rights of recovery in respect hereof against any such Non-Related Party Affiliatesthat is not a party hereto or thereto and no personal Liability shall attach to any Related Party that is not a party hereto or thereto through any party hereto, thereto or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of a party hereto against any Related Party that is not a party hereto or thereto, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law or otherwise. The parties acknowledge and agree that Notwithstanding anything to the Non-Party Affiliates are intended third-party beneficiaries of contrary in this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights10.15, and nothing in this Agreement Section 10.15 shall be deemed to limit the liability an Action for Fraud or obligations any Liabilities of, or claims against, any party to any Transaction Document or serve as a waiver of any Non-Party Affiliates, in each case under right on the Merger Agreement or part of any other agreement party to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject such Transaction Document to initiate any Action permitted pursuant to, and does not alter in accordance with, the scope or application of, Section 9(j)specific terms of such Transaction Document.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based uponexpressed or implied in this Agreement, arise out of or relate to this any Ancillary Agreement or the negotiationany document, execution, performance certificate or non-performance of this Agreement (including any representation or warranty made in or instrument delivered in connection with this Agreement herewith or as an inducement to enter into this Agreement) may be made by any therewith, each party hereto only against the Persons hereby acknowledges and agrees, on behalf of itself and its Non-Recourse Parties, that are expressly identified as parties hereto or thereto. No Person who is not a named it has no right of recovery against, and no personal liability shall attach to any other party to this Agreement, including the Shareholder or any directorNon-Recourse Party of the foregoing, officerthrough any such Person or otherwise, employeewhether by or through attempted piercing of the corporate, incorporatorpartnership, memberlimited partnership or limited liability company veil, partner, stockholder, Affiliate, agent, attorney by or Representative through a claim by or on behalf of Parent against any named other party to this Agreement Agreement, the Shareholder, the Shareholder Representative or any Non-Recourse Party of the foregoing, on the one hand, or by or on behalf of the Company or the Shareholder or any Non-Recourse Party of the foregoing, on the other hand, by the enforcement of any assessment or by any legal or equitable Litigation, by virtue of any Law, or otherwise, except for (a) claims against any Person that is not itself identified as a named party to this Agreement (“but not the Shareholder or any Non-Recourse Party Affiliates”), shall have of the Shareholder or any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability Non-Recourse Party of an entity party against its owners or Affiliates) to any party to this Agreement) under and to the extent expressly provided for in this Agreement, subject to the limitations set forth herein, (b) claims against any Person identified as a party to an Ancillary Agreement for (but not any obligations Non-Recourse Party of such Person) under and to the extent expressly provided in such Ancillary Agreement, subject to the limitations set forth herein and therein, (c) claims under and to the extent expressly permitted pursuant to Section 9.5, subject to the limitations set forth therein and (d) [***] (the foregoing (a) through (d), the “Permitted Claims”). The Permitted Claims shall be the sole and exclusive remedy of Parent, Merger Sub, the Company, each Purchased Company, the Shareholder and any Non-Recourse Party of the foregoing against any other such Person or liabilities any of their respective Non-Recourse Parties or any other Person, in each case, in respect of any Losses or other Liabilities arising under, related to, or in connection with or related to with, this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby. Each party hereto hereby acknowledges, agrees and covenants, on behalf of itself and its Non-Recourse Parties and Representatives, that it and they shall not institute, and it and they shall cause their respective Affiliates not to institute, any Litigation or bring any other claim arising under, related to, or in connection with, this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby against any other such Person or any of their respective Non-Recourse Parties or any other Person, except for the Permitted Claims. Notwithstanding anything that may be expressed or implied in this Agreement, any claim based onAncillary Agreement or any document, certificate or *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. instrument delivered in connection herewith or therewith, in respect ofno event shall Parent, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiesMerger Sub, claims and obligations against the Company, any such Non-Party Affiliates. The parties acknowledge and agree that Purchased Company, the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes Shareholder, the parties Shareholder Representative or any Non-Recourse Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliatesof the foregoing be liable for [***], as a result of or in each case under connection with the Merger execution, delivery or performance of (or failure to perform) this Agreement, any Ancillary Agreement or any other agreement to which they are specifically a party document, certificate or an express third party beneficiary thereof. This Section 9(n) is subject toinstrument delivered in connection herewith or therewith, and does not alter or the scope transactions contemplated hereby or application of, Section 9(j)thereby.

Non-Recourse. All Legal Proceedings (whether a) Except in Contract the case of recourse against Seller with respect to Fraud as expressly provided in Section 6.13, notwithstanding anything to the contrary contained herein or in tortotherwise, in law or in equity) this Agreement and the Ancillary Agreements may only be enforced against, and any Proceeding that may be based upon, arise out of or relate to this Agreement or the Ancillary Agreements, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in the Ancillary Agreements or in connection with this Agreement the transactions contemplated hereby or as an inducement to enter into this Agreement) thereby may only be made by any party hereto only against against, the Persons that are expressly identified as Parties to this Agreement or parties hereto or thereto. No to the applicable Ancillary Agreements, as the case may be, it being understood and agreed that no Person who that is not a named Party to this Agreement or a party to this any Ancillary Agreement shall have any liability with respect to any contractual obligation to which such Person is not a party, and no former, current or future stockholders, equityholders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any Party or any party to the applicable Ancillary Agreement, including or any former, current or future direct or indirect stockholder, equityholder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney agent or Representative Affiliate of any named party to this Agreement that is not itself of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesParty”), ) shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities of the Parties or any party to the applicable Ancillary Agreement, or for any Proceeding (whether in tort, contract, law, equity, by statute or otherwise) based on, arising underout of or relating to, in connection with or related to this Agreement or for any claim based onthe applicable Ancillary Agreement or the negotiation, in respect of, execution or by reason performance of this Agreement or the applicable Ancillary Agreement or any transactions contemplated hereby or thereby or in respect of any representations or warranties made or alleged to be made in connection herewith. Without limiting the rights of any Party against the other Parties, in no event shall any Party or any of its negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiesAffiliates seek to enforce this Agreement against, make any claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries for breach of this Section 9(n). Nothing in this Agreement precludes the parties against, or seek to recover monetary damages from, any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Party.

Non-Recourse. All Legal Proceedings This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding (whether in Contract contract or in tort, in law Law or in equity) that may be based upon, arise out of of, or relate to this Agreement or any other Transaction Agreement or the Transactions, or the negotiation, execution, performance execution 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) the other Transaction Agreements, may only be made by any party hereto only brought under such agreement against the Persons that are expressly identified as parties hereto or theretohave signed such agreements, and then only with respect to the specific terms of such agreements with respect to such Persons. No Person who is not a named party to this Agreement, including any past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliateequityholder, agent, attorney attorney, advisor, representative or Representative Affiliate (“Non- Party Affiliates”) of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Agreement, shall will have any liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to for any party one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the named parties to this Agreement (whether for any obligations indemnification or liabilities arising under, in connection with or related to this Agreement otherwise) of or for any claim based on, in respect of, arising out of or by reason of related to this Agreement or its the negotiation or executionexecution hereof; and each party hereto or thereto Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the No Person who is not a named party to any given Transaction Agreement, including any Non-Party Affiliate of any named party to a given Transaction Agreement, will 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 one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the named parties to such Transaction Agreement (whether for indemnification or otherwise) of or for any claim based on, arising out of or related to such Transaction Agreement or the negotiation or execution thereof; and each Party waives and releases all such liabilities, claims and obligations against such Non-Party Affiliates. Non- Party Affiliates of the named parties to this Agreement and the Transaction Agreements are expressly intended third-as third party beneficiaries of this Section 9(n). Nothing in provision of this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Agreement.

Non-Recourse. All Legal Proceedings (whether in Contract Any claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of or relate to this Agreement or the negotiationof, 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement may only be brought against Persons that are expressly named as parties hereto, and then only with respect to the specific obligations set forth in this Agreement. Other than the Guarantors under their respective Guarantees, no former, current or future direct or indirect equity holders, controlling Persons, stockholders, representatives, members, managers, Affiliates, general or limited partners or assignees of any party hereto, the Guarantors or of any former, current or future direct or indirect equity holder, controlling Person, stockholder, representative, member, manager, general or limited partner, Affiliate, or assignee of any of the foregoing shall have any liability or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of the parties hereto under this Agreement or of or for any claim action, suit, arbitration, claim, litigation, investigation, or proceeding based on, in respect of, or by reason of this Agreement of, the transactions contemplated hereby (including the breach, termination or its negotiation or execution; and each party hereto or thereto waives and releases all failure to consummate such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(ntransactions). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under whether based on contract, tort or strict liability, by the Merger enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate, limited liability company or partnership veil, by or through a claim by or on behalf of a party hereto or another Person (including a claim to enforce the Commitment Letters) or otherwise. Notwithstanding anything to the contrary herein, the Company agrees on behalf of itself and its Affiliates and their respective members, partners, stockholders, agents, attorneys, advisors or representatives that none of the Financing Sources shall have any liability (whether in contract, tort, equity or otherwise) to any such person relating to this Agreement or any other agreement of the transactions contemplated herein (including the Debt Financing), waives any rights or claims against any Financing Source in connection with this Agreement (and the transactions contemplated hereby), the Debt Commitment Letter or the Debt Financing (including the transactions contemplated thereby), whether at law or equity, in contract, in tort or otherwise, and agrees not to which they are specifically a party commence any action, arbitration, audit hearing, investigation, litigation, petition, grievance, complaint, suit or an express third party beneficiary thereofproceeding against any Financing Source in connection with this Agreement or the transactions contemplated hereunder (including relating to the Debt Financing (including the transactions contemplated thereby) or the Debt Commitment Letter). This Section 9(n) 9.12 is subject to, intended to benefit and does not alter may be enforced by the scope or application of, Section 9(j)Financing Sources and shall be binding on all successor and assigns of the Company.

Non-Recourse. All Legal Proceedings (whether in Contract Without limiting the rights of the Parties under Section 13.14, this Agreement may only be enforced against, and any claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of of, or relate related to this Agreement or the negotiationtransactions contemplated hereby may only be brought against, 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 the Persons entities that are expressly identified named as parties Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party; provided, however that nothing herein shall limit the rights and remedies of the Company and its Affiliates under the Confidentiality Agreement. Except in the case of fraud, (i) no past, present or thereto. No Person who is not a named party to this Agreement, including any future director, officer, employee, incorporator, member, manager, partner, stockholderequityholder, Affiliate, agent, attorney attorney, advisor or Representative representative or Affiliate of any named party to this Agreement that is not itself a named party to this Agreement Party and (“Non-Party Affiliates”)ii) no past, present or future director, officer, employee, incorporator, member, manager, partner, equityholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in Contract or in contract, tort, in law equity or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) to any party to this Agreement for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities arising under, in connection with of any one or related to this Agreement more of the Parties (whether for indemnification or otherwise) of or for any claim based on, in respect arising out of, or by reason related to this Agreement or the transactions contemplated hereby. Notwithstanding any provision of this Agreement or to the contrary, (x) the Company, on behalf of itself and its negotiation or execution; stockholders, partners, members, Affiliates, directors, officers, employees, controlling persons, agents and each party hereto or thereto waives and releases all such liabilitiesother representatives (collectively with the Company, claims and obligations against the “Company Related Parties”) agrees that none of the Financing Sources shall have any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of obligation to any Non-Company Related Party Affiliates, in each case under the Merger relating to this Agreement or any of the transactions contemplated herein or hereby (including the Financing and the transactions contemplated thereby) and (y) each of the Company Related Parties hereby waives any right or claim of any kind or description and agrees that it will not bring or support any Action of any kind or description (whether in law or in equity, whether in contract or in tort or otherwise) against any of the Financing Sources which directly or indirectly arise out of or in any way relate to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing, the Debt Commitment Letter or the performance thereof or the financings or any other agreement to which they are specifically a party or an express third party beneficiary thereoftransactions contemplated thereby. This Section 9(n) 13.15 is subject to, intended to benefit and does not alter may be enforced by the scope or application of, Section 9(j)Financing Sources.

Non-Recourse. All Legal Proceedings Subject to the terms of this Section 22.9, (whether in Contract a) there shall be no recourse against any affiliates, stockholders, officers, directors, representatives or in tortemployees of the Issuer (each a “Non-Recourse Party”), in law for any payment due from the Issuer hereunder or in equity) that may be based uponunder the Notes, arise out of or relate to this Agreement or for the negotiation, execution, performance or non-performance of this Agreement (including any obligation of the Issuer hereunder or thereunder, or for any breach of any representation or warranty made in by the Issuer hereunder or in connection with this Agreement thereunder, and (b) the sole recourse of the holders of Notes hereunder or as an inducement to enter into this Agreement) may be under the Notes for any payment due from the Issuer hereunder or thereunder, or for the performance of any obligation of the Issuer hereunder or thereunder, or for any breach of any representation or warranty made by any party hereto only the Issuer hereunder or thereunder, shall be against the Persons Issuer and its property and assets; provided, however, that are expressly identified as parties hereto nothing contained in this Section 22.9 shall (i) in respect of the Issuer, in any way affect or thereto. No Person who is not a named party to impair the validity of this Agreement, including the Notes or any directorother Financing Document, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney (ii) in any way affect or Representative impair the taking of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in action permitted by law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party 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 its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties Issuer or any Non-Party Affiliates from exercising Recourse Party, or (iii) in any rights, and nothing in this Agreement shall limit way be deemed to release the liability Issuer or obligations of any Non-Recourse Party Affiliatesfrom liability for its fraudulent actions, fraudulent misrepresentations, negligence or willful misconduct or (iv) in each case under any way affect or impair the Merger Agreement obligations and liabilities of the Issuer or any Non-Recourse Party in accordance with the terms of this Agreement, the Notes or any other agreement Financing Document or any other agreement, instrument or document executed and delivered in connection herewith to which they it is now or at any time hereafter a party. If you are specifically in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a party or an express third party beneficiary binding agreement between you and the Issuer. Very truly yours, MGE POWER ELM ROAD, LLC By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Manager The foregoing is hereby agreed to as of the date thereof. This Section 9(n) METROPOLITAN LIFE INSURANCE COMPANY, as Purchaser By /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Director The foregoing is subject hereby agreed to as of the date thereof. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, as Purchaser By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Authorized Representative METROPOLITAN LIFE INSURANCE COMPANY ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ $25,000,000 All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: ABA Routing #: Account No.: Account Name: Reference: With sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and does not alter in the scope absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. All notices and communications: Metropolitan Life Insurance Company Investments, Private Placements P. O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Director Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy (OTHER than with respect to deliveries of financial statements) to: Metropolitan Life Insurance Company P. O. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Chief Counsel - Securities Investments (PRIV) E-mail: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇ Metropolitan Life Insurance Company Securities Investments, Law Department P. O. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq. Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Securities Department Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇ $25,000,000 All payments on or application in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as: “MGE Power Elm Road, LLC, 5.04% Senior Secured Notes, Series A, due February 3, 2040, PPN 55296@ AA3, principal, premium or interest”) to: For the account of, Section 9(j): Account No.

Non-Recourse. All Legal Proceedings (whether in Contract Anything herein or in tortany other Financing Document to the contrary notwithstanding, in law or in equity) that may be based upon, arise out the obligations of or relate to the Loan Parties under this Agreement and each other Financing Document to which each Loan Party is a party, and any certificate, notice, instrument or the negotiationdocument delivered pursuant hereto or thereto, executionare obligations solely of such Loan Party and do not constitute a debt, performance liability or non-performance obligation of this Agreement (and no recourse shall be made with respect to) any of their respective Affiliates (including Sponsor and its Affiliates (other than any representation Loan Party or warranty made any party to, or guarantor in respect of, the HoldCo Lender Backstop Agreement)), or any shareholder, partner, member, officer, director or employee of the Loan Parties or such Affiliates (collectively, the “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 action under or in connection with this Agreement or as an inducement any other Financing Document to enter into this Agreement) may which each Loan Party is a party shall be made brought against any Non-Recourse Party, and no judgment for any deficiency upon the obligations hereunder or thereunder shall be obtainable by any party hereto only Secured Party against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Recourse Party, except that the foregoing shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any not limit the 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 its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Recourse Party Affiliates, in each case under the Merger Agreement or any other agreement Financing Document to which they are specifically such Non-Recourse Party is a party party. Notwithstanding any of the foregoing, it is expressly understood and agreed that nothing contained in this Section shall in any 126 Bakersfield Refinery – Senior Credit Agreement manner or an express third party beneficiary thereof. This Section 9(nway (i) restrict the remedies available to any Agent or Lender to realize upon the Collateral or under any Financing Document, or constitute or be deemed to be 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 its obligations or liabilities under any Financing Document to which such Non-Recourse Party is subject to, and does not alter the scope or application of, Section 9(j)a party.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or relate by reason of, be connected with, or related in any manner to this Agreement or the negotiationother transaction documents to which Sellers are party, 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 expressly limited to) the Persons that are expressly identified as parties hereto or theretothereto (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 named party to this AgreementContracting Party, including any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or Representative of representative of, and any named party to this Agreement that is not itself a named party to this Agreement financial advisor or Debt Financing Source Related Party to, any Contracting Party (other than another Contracting Party) (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract contract or in tort, in law or in equity, or granted by statute or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations or liabilities Liabilities arising under, out of, in connection with or related in any manner to this Agreement or for any claim the Ancillary Agreements or based on, in respect of, or by reason of this Agreement or its negotiation the Ancillary Agreements or their negotiation, execution, performance or breach; and and, to the maximum extent permitted by Law, each party hereto or thereto Contracting Party waives and releases all such liabilitiesLiabilities, claims and obligations against any such 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 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; and (b) each Contracting Party disclaims any reliance upon any 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 in, in connection with, or as an inducement to this Agreement or the Ancillary Agreements. The parties Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n)10.7. Sellers covenant and agree that they shall not institute any Action (whether based in contract, tort, fraud, strict liability, other laws or otherwise) arising under or in connection with, this Agreement, the 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 precludes (including this Section 10.7) will limit the rights of the parties to the Equity Commitment Letters (or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or Company as an express intended third party beneficiary of the Equity Commitment Letters to the extent set forth therein) but subject to the terms and conditions thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).

Non-Recourse. All Legal Proceedings Except to the extent otherwise expressly set forth in the Confidentiality Agreement (whether in Contract or in tortand, in law each case, subject to the respective terms, conditions and limitations therein and with respect to only the Persons that are expressly named as parties thereto), all claims, actions, obligations, Liabilities, Litigation or causes of action (in equityeach case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any Litigation, by virtue of any Law and whether by or through any attempted piercing of the corporate veil, by or through a claim by or on behalf of a party hereto or another Person or otherwise) that may be based upon, in respect of, arise under, out of or relate by reason of, in connection with or related in any manner to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in, in connection with this Agreement or as an inducement to enter into to, this Agreement) ), may be made by any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties hereto or theretoin the preamble to this Agreement (and their successors and permitted assigns). No Person who is not a named party to this Agreementhereto, including any directorpast, officer, employee, present or future incorporator, member, partner, stockholder, equityholder, Affiliate, agentmanager, attorney officer, director, employee, accountant, counsel, consultant, advisor, representative, agent or Representative assignee of, and any financial advisor or Financing Source to, any party hereto, or any past, present or future incorporator, member, partner, stockholder, equityholder, Affiliate, manager, officer, director, employee, accountant, counsel, consultant, advisor, representative, agent or assignee of, and any financial advisor or lender to, any of any named party to this Agreement that is not itself a named party to this Agreement the foregoing (collectively, the “Non-Party Nonparty Affiliates”), shall have any liability Liability (in each case whether in Contract based on contract, tort or in tortstrict liability, in law by the enforcement of any assessment, by any Litigation, by virtue of any Law and whether by or in equitythrough any attempted piercing of the corporate veil, by or based upon any theory that seeks to impose liability through a claim by or on behalf of an entity a party against its owners hereto or Affiliatesanother Person or otherwise) to any party to this Agreement for any obligations claims, actions, obligations, Liabilities, Litigation or liabilities causes of action arising under, out of, in connection with or related in any manner to this Agreement or for any claim based on, in respect of, of or by reason of this Agreement or its negotiation negotiation, execution, performance or execution; and breach, and, to the maximum extent permitted by Law, each party hereto or thereto hereby waives and releases all such liabilitiesclaims, claims actions, obligations, Liabilities, Litigation and obligations causes of action against any such Non-Party Nonparty Affiliates. The Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Confidentiality Agreement (and subject to the respective terms, conditions and limitations therein and with respect to only the Persons expressly named as parties acknowledge thereto and agree that their successors and permitted assigns), each party hereto disclaims any reliance upon any Nonparty Affiliates with respect to the Non-Party Affiliates are intended third-party beneficiaries performance of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement representation or warranty made in, in connection with or as an inducement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)this Agreement.

Non-Recourse. All Legal Proceedings This Agreement may only be enforced against, and any claim or cause of action (whether in Contract contract or in tort, in law or in equity) that may be based upon, arise arising out of of, or relate related to this Agreement Agreement, the 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 this Agreement or as an inducement to enter into this Agreementthe Ancillary Documents) may only be made by any party hereto only against brought against, the Persons entities that are expressly identified named as parties hereto or thereto, as applicable, and then only with respect to the specific obligations set forth herein and therein with respect to such party, and subject to the limitations contained herein and therein (as applicable). No Person who is not a named party to this AgreementPerson, including any past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney attorney, advisor or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement or such Ancillary Document (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract or in contract, tort, in law equity or in equityotherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities arising underof any one or more of parties under this Agreement, in connection with any Ancillary Document or related to this Agreement any (whether for indemnification or otherwise) of or for any claim based on, in respect arising out of, or by reason related to this Agreement, any Ancillary Document or any of the transactions contemplated hereby or thereby except to the extent expressly set forth in this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliatesthe Ancillary Documents. The parties Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)11.16.

Non-Recourse. All Legal Proceedings Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by execution hereof, each of the Parties covenants, agrees and acknowledges it has no, and no other Person has any, rights of recovery whatsoever under this Agreement against, or any claim (whether in Contract or in tort, in law contract or in equityotherwise) that may be based upon, arise out of or 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party 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, any transaction under or in connection with this Agreement, or in respect of any representations (whether written or oral) made or alleged to be made in connection herewith, against, and no personal liability whatsoever shall attach to, be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates, members, managers or general or limited partners of any of the Parties or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisors, representatives, Affiliate or agent of any of the foregoing (each a “Non-Recourse Party”), through such Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of such Party or otherwise 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 applicable Law, or otherwise, in each case, other than rights of recovery and claim that a Party has (a) against another Party (or its successors or assigns, including the Liquidating Entity) pursuant to the terms of this Agreement, or any agreement entered into pursuant to this Agreement, including the Contribution Agreement, Purchase Agreement and the Transition Services Agreement, (b) from Guarantor (but not any other Non-Recourse Party) under the Guarantee, and (c) in respect of the Confidentiality Agreement or the Access Agreement (the claims described in clauses (a), (b), and (c), the “Non-Prohibited Claims”). Each of the Parties hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiesthe transactions contemplated thereby, claims and obligations against any such except for Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Prohibited Claims.

Non-Recourse. All Legal Proceedings The parties acknowledge that (whether in Contract i) no direct or in tortindirect equity holder or lender of any party, in law (ii) no member of any board of managers or in equity) that may be based upon, arise out special committee of or 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named any Affiliate of any party to this Agreementand (iii) no past, including any present or future director, officer, committee member, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or Representative direct or indirect equity holder or lender of any named party (such Persons described in clauses (i)-(iii) above, the “Non-Recourse Parties”) is a party to this Agreement or, except as expressly contemplated therein as parties thereto, any other Transaction Document. The parties further acknowledge that is not itself a named party to this Agreement (“none of the Non-Party Affiliates”)Recourse Parties, whether individually or collectively, shall have any liability (whether in Contract whatsoever of any kind or in tort, in law or in equity, or based upon description for any theory that seeks to impose liability Liabilities of an entity party against its owners or Affiliates) to any party to under this Agreement for or, except as expressly contemplated therein as parties thereto, any obligations or liabilities arising under, in connection with or related to this Agreement other Transaction Document or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or thereby. Accordingly, the parties hereby agree that in the event (a) there is any alleged breach or alleged default or breach or default by any party under this Agreement or any of the other Transaction Documents or (b) any party has or may have any Claim arising from or relating to the terms of this Agreement or its negotiation any other Transaction Document, no party shall, or execution; and each party hereto shall have any right to, commence any proceedings or thereto waives and releases all such liabilities, claims and obligations otherwise seek to impose any Liability whatsoever of any kind or description on or against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries Recourse Parties, whether collectively or individually, by reason of this Section 9(n). Nothing in this Agreement precludes such alleged breach, default or claim, except and only to the parties or any extent that a Non-Recourse Party Affiliates from exercising any rights, and nothing is expressly contemplated in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a Transaction Document as a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)to such Transaction Document.

Non-Recourse. All Legal Proceedings Notwithstanding anything to the contrary in this Agreement, each Party agrees, on behalf of itself and its Related Parties, that this Agreement and the other Transaction Documents may only be enforced against, and any Action (whether in Contract contract or in tort, in law Law or in equityequity 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 uponfor any breach (whether willful, arise intentional (including an Intentional Breach), unintentional or otherwise), Loss, Liability, damage or otherwise in connection with, relating to or arising out of or 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) Transaction Claims may only be made by any party hereto only brought against the Persons Entities that are expressly identified named as parties hereto or theretothereto and then only with respect to the specific obligations set forth herein or therein with respect to such party, and solely in accordance with, and subject to the terms and conditions of, this Agreement or such other Transaction Document, as applicable. No Person who is not a named party Notwithstanding anything to the contrary in this Agreement, including no Debt Financing Source, Related Party or Affiliate of Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner, or any directorformer, officercurrent or future officers, employeeemployees, incorporatordirectors, memberpartners, partnershareholders, stockholderequity holders, Affiliatemanagers, agentmembers, attorney clients, attorneys, agents, advisors or Representative other Representatives of a Debt Financing Source, Buyer, Buyer Sub, a Guarantor, Remainco or Merger Partner or of any named party to this Agreement that is not itself such Affiliate (each, other than Buyer, Buyer Sub, a named party to this Agreement (Guarantor, Remainco or Merger Partner, a “Non-Party AffiliatesRecourse Party”), ) shall have any liability Liability for any Liabilities of any Party hereto or thereto under this Agreement or any Transaction Document or for any Action (whether in Contract contract or in tort, in law Law or in equityequity or otherwise, or based upon granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) in connection with, relating to or arising out of any of the Transaction Claims, other than the obligations of the Guarantors solely in accordance with, and subject to the terms and conditions of, the Guaranty, provided that seeks this sentence shall not (a) limit Remainco and M▇▇▇▇▇ Partner’s rights to impose liability specific performance in accordance with Section 11.14 or the Equity Commitment Letter, (b) limit the rights or Liabilities of an entity party against its owners or Affiliatesany Person (including Non-Recourse Party) with respect to any Transaction Document to which they are a party or (c) limit the rights that the Buyer or any Buyer Related Party may assert against any Debt Financing Source pursuant to the terms and conditions of the Debt Financing, the Debt Commitment Letter or any Alternative Debt Commitment Letter. In furtherance and not in limitation of the foregoing, (i) each of Remainco and Merger Partner covenants, agrees and acknowledges that no recourse under this Agreement for or any obligations other Transaction Document or liabilities arising under, any other agreement referenced herein or therein or in connection with any of the Contemplated Transactions shall be sought or related had against any Buyer or any of Buyer, Buyer Sub, the Guarantors or any Buyer Non-Recourse Party except for the Buyer Permitted Claims, subject to the applicable limitations thereof, and (ii) each of Buyer and Buyer Sub covenants, agrees and acknowledges that no recourse under this Agreement or for any claim based onother Transaction Document or any other agreement referenced herein or therein or in connection with any of the Contemplated Transactions shall be sought or had (including, in respect ofafter Closing, by any member of the Merger Partner Group or by reason any member of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations the Spinco Group) against any such Non-Party Affiliates. The parties acknowledge and agree that member of the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes Remainco Group or the parties Merger Partner Group or any Non-Recourse Party Affiliates from exercising any rightsof Remainco, and nothing in this Agreement shall limit Spinco or Merger Partner except for the liability or obligations of any Non-Party AffiliatesSeller Permitted Claims, in each case under subject to the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary applicable limitations thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).

Non-Recourse. All Legal Proceedings Notwithstanding anything in this Agreement to the contrary, (i) the obligations and liabilities of the Company under this Agreement and all other obligations, liabilities, claims, losses, damages of, or Litigation against, (whether in Contract or in tort, in law or in equityequity and whether based on contract, in tort or otherwise) the Company that may be based uponon, arise out of or relate to this Agreement (including any breach or alleged breach hereof), the negotiation, execution or performance hereof or the transactions contemplated hereby or in respect of any other document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, will be without recourse of any kind to any former, current or future direct or indirect stockholders, equity holders, controlling persons, portfolio companies, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, representatives or Affiliates of the Company, or any former, current or future direct or indirect stockholder, equity holder, controlling person, portfolio company, director, officer, employee, general or limited partner, member, manager, trustee, attorney, agent, representative or Affiliate of any of the foregoing (each, a “Company Related Party”) and (ii) the obligations and liabilities of Parent and Merger Sub under this Agreement and all other obligations, liabilities, claims, losses, damages of, or Litigation against, (whether in law or in equity and whether based on contract, tort or otherwise) Parent or Merger Sub that may be based on, arise out of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement Financing Commitments (including any representation breach or warranty alleged breach hereof or thereof), the negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby or in respect of any other document or theory of law or equity or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, will be without recourse of any kind to any Parent Related Party, except that (w) the Parent Related Parties may assert claims, or otherwise commence Litigation, against each other, (x) the Company may assert claims, or otherwise commence Litigation, against the Guarantors under, and subject to the terms and conditions of, the Guarantees, (y) the Company may assert claims, or otherwise commence Litigation, against the Guarantors under, and subject to the terms and conditions of, the Equity Commitments and (z) the Company may assert claims, or otherwise commence Litigation, under or in connection accordance with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only the Confidentiality Agreements against the other Persons that are expressly identified as parties hereto or party thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party 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 its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based uponexpressed or implied in this Agreement, arise out except in the case of or relate to this Agreement or Fraud, by its acceptance of the negotiation, execution, performance or non-performance benefits of this Agreement Agreement, each of the parties hereto covenants, agrees and acknowledges that no Persons other than the parties hereto have any Liabilities, obligations, commitments (including any representation whether known or warranty made in unknown or in connection with this Agreement whether contingent or as an inducement to enter into this Agreementotherwise) may be made by any party hereto only against hereunder, and that, notwithstanding that the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named their respective managing members or general partners may be partnerships or limited liability companies, no party to hereto has any right of recovery under this Agreement, including or any claim based on such Liabilities, obligations, commitments against, and no personal Liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of the parties hereto or any former, current or future stockholder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney Affiliate or Representative agent of any named of the foregoing (collectively, but not including the parties hereto, each, a “Non-Recourse Party”), through any party hereto or otherwise, 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. Without limiting the foregoing, except in the case of Fraud, no claim will be brought or maintained by any party hereto or any of their Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Agreement, shall have and no recourse will be brought or granted against any liability (whether in Contract or in tortof them, in law or in equity, by virtue of or based upon any theory that seeks to impose liability alleged misrepresentation or inaccuracy in or breach or nonperformance of an entity party against its owners any of the representations, warranties, covenants or Affiliates) to agreements of any party to hereto set forth or contained in this Agreement for any Agreement. For the avoidance of doubt, this Section 11.17 shall not limit or restrict the rights, 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 its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations enforceability of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Ancillary Agreement.

Non-Recourse. All Legal Proceedings Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Party may be a corporation, partnership, or limited liability company, each Party, by its acceptance of the benefits of this Agreement, covenants, agrees, and acknowledges that no Persons other than the Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any other Ancillary Agreements or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current, or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, Representative, or employee of any Party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, shareholder or member of any Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, shareholder, manager, or member of any of the foregoing, but in each case not including the Parties (each, a “Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in Contract or in tort, in law Contract, or in equityotherwise) by or on behalf of such Party against the Non-Party Affiliates, by the enforcement of any assessment, or by any Legal Proceeding, or by virtue of any applicable Laws, or otherwise. The Parties hereby agree and acknowledge that may no personal liability whatsoever shall attach to, be based uponimposed on, arise out or otherwise be incurred by any Non-Party Affiliate, as such, for any obligations of or relate to the applicable Party under this Agreement or the negotiationTransactions, executionunder any other Ancillary Agreements, performance in respect of any oral representations made or non-performance of this Agreement (including any representation or warranty alleged to be made in connection herewith or in connection with this Agreement therewith, or as an inducement to enter into this Agreement) may be made by for any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability Action (whether in Contract or in tort, in law or in equityContract, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) 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 of, such obligations or their creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any (including the Ancillary Agreements) if such Non-Party AffiliatesAffiliate is party to such document, agreement, or instrument. The parties acknowledge Except to the extent otherwise set forth in, and agree subject in all cases to the terms and conditions of any limitations herein, this Agreement may only be enforced against, and any Action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution, or performance of this Agreement, may only be brought against the entities that are named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliates are Affiliate is intended as a third-party beneficiaries beneficiary of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof11.2. This Section 9(n) is subject to, 11.2 shall be binding on all successors and does not alter assigns of the scope or application of, Section 9(j)Parties.

Non-Recourse. All Legal Proceedings (whether in Contract or in tortThis Agreement may only be enforced against, in law or in equity) that may be and any Claim based upon, arise arising out of of, or relate related to this Agreement or the negotiationtransactions contemplated hereby may only be brought against, 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 the Persons that are expressly identified named as parties hereto or theretoand then only with respect to the specific obligations set forth herein with respect to such party. No Person who is not Except to the extent a named party to this AgreementAgreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), including any no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor or Representative or Affiliate of any named party to this Agreement that is not itself of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesRecourse Party”), ) shall have any liability (whether in Contract or in contract, tort, in law equity or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) to any party to this Agreement for any one or more of 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 on, arising underout of, in connection with or related to this Agreement or for the transactions contemplated hereby. Without limiting the foregoing, no claim will be brought or maintained by the Purchaser or any claim 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 this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based onupon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any party hereto set forth or contained in respect of, or by reason of this Agreement or its negotiation any exhibit or execution; and each party schedule hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)certificate delivered hereunder.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything to the contrary that may be based uponexpressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, arise out and notwithstanding the fact that Holder or any of its successors or relate permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, ▇▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than Holder and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under ▇▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the negotiationtransactions contemplated hereby, execution, performance under any documents or non-performance of this Agreement (including any representation or warranty made in or instruments delivered in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreementherewith, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party 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 its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)such obligations or their creation.

Non-Recourse. All Legal Proceedings claims or causes of action (whether based in Contract or in contract, tort, in 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 Agreement, or the negotiation, execution, performance execution 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 the Persons entities that are expressly identified as parties hereto in the introduction to this Agreement (or theretotheir respective successors or assignees). No Person person who is not a named party to this Agreement, including without limitation any past, present or future director, officer, employee, incorporator, member, partner, stockholderequityholder, Affiliateaffiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Agreement, shall have any liability (whether in Contract 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 Affiliatesaffiliates) 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 its negotiation or execution; . The Purchaser (on behalf of itself, each other Purchaser Related Party and each party hereto any of their respective successors, heirs or thereto waives representatives) covenants and releases all such liabilitiesagrees that it shall not institute, claims and obligations 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 this Agreement or any of the transactions 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, 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 or on behalf of the Purchaser or any other Purchaser Related Party) thereof arising out of or relating to this Agreement or any of the transactions contemplated hereby or thereby. Without limiting the generality of the foregoing, to the maximum extent permitted under applicable law (and subject only to the specific contractual provisions of this Agreement), the Purchaser (on behalf of itself, each other Purchaser Related Party, any person claiming by, through or on behalf of the Purchaser or any other Purchaser Related Party, and any of their respective successors, heirs or representatives) hereby waives, releases and disclaims any and all rights in respect of any such Non-Party Affiliatesactions, claims, proceedings, obligations and liabilities against the Blackstone Related Parties. The parties acknowledge and agree that For the Non-Party Affiliates are intended third-party beneficiaries purpose of this Section 9(n). Nothing in this Agreement precludes 4.14, (i) “Purchaser Related Party” shall mean the parties Purchaser and each of its former, current or any Non-Party Affiliates from exercising any rightsfuture general or limited partners, parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and nothing in this Agreement their present and former directors, officers, members, employees, agents, attorneys, representatives, successors, beneficiaries, heirs and assigns and (ii) “Blackstone Related Party” shall limit the liability or obligations of any Non-Party Affiliates, in mean each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject toSeller, and does not alter the scope any of their respective former, current, or application offuture general or limited partners, Section 9(j)stockholders, managers, members, directors, officers, affiliates, employees, agents, attorneys or other representatives, successors, beneficiaries, heirs and assigns.

Non-Recourse. All Legal Proceedings This Agreement may only be enforced against the named Parties hereto (whether in Contract subject to the terms, conditions and other limitations set forth herein), and (i) all claims or in tort, in law or in equity) causes of action that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance execution 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 only be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this the Parties hereto, (ii) except as provided in any Tender and Support Agreement, including any no past, present or future director, manager, officer, employee, incorporator, member, member general partner, stockholderlimited partner, equityholder, trustee, Affiliate, agent, agent attorney or other Representative of any named party to thereto (including any person negotiating or executing this Agreement that is not itself on behalf of a named party to this Agreement (“Non-Party Affiliates”), thereto) shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection obligation with or related respect to this Agreement or for any of the other Transaction documents or with respect to any claim based on, in respect ofor cause of action that may arise out of or relate to this Agreement or any of the other Transaction documents, or by reason the negotiation, execution or performance of this Agreement and (iii) in no event will the Company seek or obtain, nor will it permit any of its negotiation Representatives to seek or execution; and each party hereto obtain, nor will any Person be entitled to seek or thereto waives and releases all such liabilitiesobtain, claims and obligations any monetary recovery or monetary award against any such Non-Party Affiliates. The parties acknowledge Person who is not a party hereto, including the Sponsor, and agree that any and all former, current or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents, members, managers, management companies, general or limited partners, assignees or Affiliates of Sponsor, Parent or Merger Sub and any and all former, current or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents, members, managers, management companies, general or limited partners, assignees or Affiliates of any of the Non-Party Affiliates are intended third-party beneficiaries foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, with respect to this Agreement or the Transactions (including any breach by Parent or Merger Sub), the termination of this Section 9(n). Nothing in this Agreement precludes Agreement, the parties failure to consummate the Transactions or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability claims or obligations actions under applicable Law arising out of any Non-Party Affiliatessuch breach, termination or failure, except, in each case under case, for claims that the Company, Parent or Merger Sub, as applicable, may assert: (A) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement or any other agreement Tender and Support Agreement; (B) against Parent or Merger Sub pursuant to which they are specifically a party or an express third party beneficiary thereof. This Section 9(nthis Agreement; and (C) is subject toagainst the Sponsor pursuant to the Equity Commitment Letter for specific performance of its obligation to fund the Financing in accordance with, and does not alter pursuant to the scope or application terms and conditions of, Section 9(j)the Equity Commitment Letter.

Non-Recourse. All Legal Proceedings (whether in Contract This Agreement may only be enforced against, and any claim or in tortsuit based on, in law or in equity) that may be based upon, arise arising out of or relate related to this Agreement or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in connection with may only be brought against, the named Parties to this Agreement or as an inducement and then only with respect to enter into the specific obligations set forth herein with respect to the named Parties to this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any past, present or future director, manager, officer, employee, incorporator, member, partner, stockholderdirect or indirect equityholder, Affiliate, agent, attorney Affiliate or Representative of the Corporation, the Vendor or any named party of their respective Affiliates will have or be subject to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability or indemnification obligation (whether in Contract 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, documents, projections, forecasts or other material made available to Purchaser in law certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in equityconnection with, or based upon any theory that seeks to impose liability of 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 transactions contemplated by this Agreement or for (ii) any claim based on, in respect of, of or by reason of this Agreement the sale and purchase of the Corporation, including any alleged non-disclosure or its negotiation misrepresentations made by any such Persons or executionother 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 whether at law or in equity, or otherwise; and each party hereto or thereto Party waives and releases all such liabilities, claims liabilities and obligations against any such Non-Party AffiliatesPersons. The parties acknowledge and agree that No Person who is not a named party to this Agreement, including any past, present or future director, manager, officer, employee, incorporator, member, lender, partner, direct or indirect equityholder, Affiliate or Representative of the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties Purchaser or any Non-Party of their respective Affiliates from exercising will have or be subject to any rights, and nothing in this Agreement shall limit the liability or obligations indemnification obligation (whether in contract or in tort) to the Vendor or any other Person resulting from (nor will the Vendor have any claim with respect to) any claim based on, in respect of or by reason of the sale and purchase of the Corporation, or the financing thereof, including any Nonalleged non-Party Affiliatesdisclosure or misrepresentations made by any such Persons or other Persons, in each case case, regardless of the legal theory under the Merger Agreement which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each Party waives and releases all such liabilities and obligations against any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)such Persons.

Non-Recourse. All Legal Proceedings Except to the extent otherwise set forth in the Confidentiality Agreement, all claims, obligations, liabilities or causes of action (whether in Contract contract or in tort, in law or in equityequity or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement or any Transaction Document, or the negotiation, execution, performance execution or non-performance of this Agreement or any Transaction Document (including any representation or warranty made in, with, or as an inducement to, this Agreement or such Transaction Document), may be made only against (and such representations and warranties are those solely of) the parties hereto or thereto. Notwithstanding anything that may be expressed or implied in this Agreement to the contrary, the parties agree and acknowledge that no recourse under this Agreement, any Transaction Document, or any documents or instruments delivered in connection with this Agreement or as an inducement any Transaction Document, or any transaction contemplated by any of the foregoing, shall be had against any Seller Related Party or Parent Related Party (together, the “Nonparty Affiliates”, it being acknowledged and agreed, for the avoidance of doubt, and notwithstanding anything herein to enter into this Agreement) may the contrary, that none of Parent, the Merger Sub, the Corporation or the Surviving Corporation shall be Nonparty Affiliates hereunder), whether by the enforcement of any assessment or by any legal or equitable Litigation, or by virtue of any Law, or by virtue of any breach or alleged breach hereof or thereof, the negotiation, execution or performance hereof or thereof or the transactions contemplated hereby or thereby or in respect of any other document or theory of law or equity or in respect of any oral or written representations made or alleged to be made by any party hereto only against the Persons that are expressly identified as parties hereto in connection herewith or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability therewith (whether in Contract or in tort, in at law or in equity, and whether in contract or based upon in tort or otherwise), including any theory claim for Fraud, it being expressly agreed and acknowledged that seeks to impose no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Nonparty Affiliate for any obligation of an entity party against its owners or Affiliates) to any party to under this Agreement for Agreement, any obligations Transaction Document, any documents or liabilities arising under, instruments delivered in connection with or related to this Agreement or any Transaction Document, or any transaction contemplated by the foregoing, for any claim based on, in respect of, of or by reason of this Agreement such obligations or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliatestheir creation, in each case under except to the Merger Agreement extent any such Nonparty Affiliate is a named party to and has executed any such document or instrument (and in such instance, subject to any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(jlimitations contained therein).

Non-Recourse. All Legal Proceedings (whether Notwithstanding anything to the contrary in Contract or in tortthis Agreement, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the negotiationmay only be enforced against, execution, performance or non-performance and any Proceeding for breach 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 only be made by any party hereto only against against, the Persons entities that are expressly identified herein as parties to this Agreement (other than with respect to claims of a Purchaser Indemnified Party) and none of the former, current and future Affiliates, directors, officers, managers, employees, advisors, Representatives, shareholders, members, managers, partners, successors and assigns of any party hereto or thereto. No Person who is not a named party to this Agreementany Affiliate thereof or any former, including any current and future Affiliate, director, officer, manager, employee, incorporatoradvisor, Representative, shareholder, member, partnermanager, stockholderpartners, Affiliate, agent, attorney or Representative successor and assign of any named party to this Agreement of the foregoing (collectively, “Related Parties”) that is not itself a named party to this Agreement (“Non-Party Affiliates”), hereto shall have any liability Liability for any Liabilities of the parties hereto for any Proceeding (whether in Contract or in tort, in law contract or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) 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 breach of this Agreement or its negotiation in respect of any oral representations made or execution; alleged to be made in connection herewith, none of the parties hereto shall have any rights of recovery in respect hereof against any Related Party that is not a party hereto and each no personal Liability shall attach to any Related Party that is not a party hereto through any party hereto or thereto waives and releases all such liabilitiesotherwise, claims and obligations whether by or through attempted piercing of the corporate veil, by or through a Proceeding (whether in tort, contract or otherwise) by or on behalf of a party hereto against any such Non-Related Party Affiliatesthat is not a party hereto, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The parties acknowledge and agree that Notwithstanding anything to the Non-Party Affiliates are intended third-party beneficiaries of contrary in this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights10.14, and nothing in this Agreement Section 10.14 shall be deemed to limit the liability any Liabilities of, or obligations claims against, any party to any Transaction Document or serve as a waiver of any Non-Party Affiliates, right on the part of any party to such Transaction Document (x) in each the case under the Merger Agreement or of Fraud and (y) to initiate any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject Proceeding permitted pursuant to, and does not alter in accordance with the scope or application of, Section 9(j)specific terms of such Transaction Document.

Non-Recourse. All Legal Proceedings (whether in Contract This Agreement may only be enforced against, and any claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of or relate related to this Agreement or the negotiationmay only be brought against, 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 the Persons that are expressly identified named as parties hereto or theretoParties to this Agreement. No Person who is not Except to the extent a named party Party to this Agreement, including any directorno past, officer, employee, incorporatorpresent or future equityholder, member, partner, stockholdermanager, director, officer, employee 115787664v1 (present or former), Affiliate, agent, attorney financing source or Representative agent or representative of any named party Party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall will have any liability Liability (whether in Contract or in contract, tort, in law equity or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) to any party to this Agreement for any of the representations, warranties, covenants, agreements or other obligations or liabilities arising under, in connection with or related Liabilities of any of the Parties to this Agreement or for any claim based onupon, in respect of, arising out of or by reason of related to this Agreement or the transactions contemplated hereby. Without limiting the foregoing, no claim will be brought or maintained by Parent, Buyer, the Company, Seller or any of its negotiation respective successors or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations permitted assigns against any such Non-officer, director, manager, employee (present or former), equityholder, partner, financing source or Affiliate, or any agent or representative of any of the foregoing, which is not otherwise expressly identified as a Party Affiliates. The parties acknowledge to this Agreement, and agree that no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the Non-representations, warranties, covenants or agreements of any Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing set forth or contained in this Agreement precludes the parties or any Non-Party Affiliates from exercising Exhibit or Schedule hereto or any rightscertificate delivered hereunder or otherwise in relation to this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, and nothing in no event shall the limitations in this Agreement shall limit Section 10.18 apply to claims for Fraud against the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)who committed such Fraud.

Non-Recourse. All Legal Proceedings Actions (whether in Contract contract or in tort, in law Law or in equityequity 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, 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 or in connection with this Voting Agreement or as an inducement to enter into this Voting Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or theretohereto. No Person who is not a named party to this Voting Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Voting Agreement that is not itself a named party to this Voting Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party 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 on, in respect of, or by reason of this Voting Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties to this Voting Agreement acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n5(l). Nothing in this Voting Agreement precludes the parties hereto or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case rights under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter nothing in this Voting Agreement shall limit the scope liability or application of, Section 9(j)obligations of any Non-Party Affiliates under the Merger Agreement or any other agreement to which they are specifically a party.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of expressed or relate to implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the negotiation, execution, performance or non-performance of this Agreement (including fact that any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) party may be made a partnership or limited liability company, each party hereto, by any party hereto only against its acceptance of the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to benefits of this Agreement, including the other Transaction Documents and the Guaranty, covenants, agrees and acknowledges that no Persons other than the parties and Purchaser Parent pursuant to the Guaranty shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, employeeagent, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, membercontrolling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, Affiliate, agent, attorney manager or Representative member of any named party to this Agreement that is not itself a named party to this Agreement of the foregoing (such Persons, collectively, “Non-Party Affiliates”), shall have any liability but in each case not including the parties or Purchaser Parent pursuant to the Guaranty, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in Contract or in tort, in law contract or in equityotherwise) by or on behalf of such party against such Persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or based upon by virtue of any theory statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that seeks to impose no personal liability of an entity party against its owners whatsoever shall attach to, be imposed on, or Affiliates) to otherwise be incurred by any party to this Agreement such Persons, as such, for any obligations of the applicable party under this Agreement or liabilities arising underthe transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection with herewith or related to this Agreement therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of this Agreement of, such obligations or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliatestheir creation. The parties acknowledge and agree that the Non-Party Affiliates are intended third-express third party beneficiaries of the terms of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)6.14.

Non-Recourse. All Legal Proceedings (whether a) Each Lender and the Agent covenants and agrees that the Secured Obligations of the Borrower under this Agreement are limited recourse obligations of the Borrower, payable solely from the Collateral in Contract accordance with the terms of the Transaction Documents, and, following realization of the Collateral, any claims of the Lenders and the Agent against the Borrower and all obligations of the Borrower shall be extinguished and shall not thereafter revive; provided, that nothing contained in this Section 9.11 shall affect the obligations of the Lenders under Section 8.6, which obligations shall survive any realization of the Collateral. Each of the parties hereto (other than the Borrower) covenants and agrees that, prior to the date that is one year and one day (or, if longer, any applicable preference period and one day) after the payment in full of all Secured Obligations, no party hereto shall institute against, or join any other Person in tortinstituting against, in law the Borrower any bankruptcy, reorganization, arrangement, insolvency or in equityliquidation proceedings or other similar proceedings under any federal, state or foreign bankruptcy or similar law. (b) that This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arise arising out of of, or relate related to this Agreement Agreement, or the negotiation, execution, performance execution 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 only be made by any party hereto only brought against the Persons entities that are expressly identified named as parties hereto or theretoand then only with respect to the specific obligations set forth herein with respect to such party. No Person who is not a named party to this Agreementpast, including any present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or Representative other representative of any named party to this Agreement that is not itself a named hereto or of any Affiliate of any party to this Agreement (“Non-Party Affiliates”)hereto, or any of their successors or permitted assigns, shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to of any party hereto under this Agreement or for any claim claim, action, suit or other legal proceeding based on, in respect of, of or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)transactions contemplated hereby.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything to the contrary that may be based uponexpressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, arise out and notwithstanding the fact that Holder or any of its successors or relate to permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than ▇▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of ▇▇▇▇▇▇ against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the negotiationtransactions contemplated hereby, execution, performance under any documents or non-performance of this Agreement (including any representation or warranty made in or instruments delivered in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreementherewith, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party 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 its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)such obligations or their creation.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based uponexpressed or implied in this Agreement, arise out and other than in respect of or relate to Fraud, Purchaser agrees and acknowledges that no recourse under this Agreement or the negotiation, execution, performance any documents or non-performance of this Agreement (including any representation or warranty made in or instruments delivered in connection with this Agreement shall be had against any former, current or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any future director, officer, employee, incorporator, Affiliate, member, manager, partner, stockholder, Affiliateequity holder, agent, attorney or Representative representative of any named party TWG Equityholder or any Affiliate, successor or permitted assignee of any TWG Equityholder (excluding any TWG Equityholder who may be deemed to this Agreement that is not itself be a named party to this Agreement Non-Recourse Party of another TWG Equityholder other than in its role as a TWG Equityholder itself) (collectively, “Non-Party AffiliatesRecourse Parties”), shall have as such, whether by the enforcement of any liability (whether in Contract assessment or in tort, in law by any legal or in equityequitable proceeding, or based upon by virtue of any theory statute, regulation or other applicable Law, it being expressly agreed and acknowledged that seeks to impose liability no personal Liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Parties, as such, for any obligation of an entity party against its owners or Affiliates) to any party to TWG Equityholder under this Agreement for or any obligations documents or liabilities arising under, instruments delivered in connection with or related to this Agreement or for any claim based on, in respect ofof or by reason of such obligations or their creation, or otherwise by reason of this Agreement or its negotiation or execution; execution or the transactions contemplated hereby, and each party hereto or thereto Purchaser waives and releases all such liabilities, Liabilities and claims and obligations against any such Non-Party AffiliatesRecourse Parties. The parties acknowledge None of the Debt Financing Sources will have any Liability to TWG, TWG Re or any of their respective Affiliates relating to or arising out of this Agreement or the Debt Financing, whether at law or equity, in contract, in tort or otherwise, and agree that none of TWG, TWG Re or any of their respective Affiliates will have any rights or claims against any of the Debt Financing Sources. Each of the Non-Party Affiliates are Recourse Parties is expressly intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically as a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter of the scope or application of, Section 9(j)penultimate sentence of this Section.

Non-Recourse. All Legal Proceedings (whether in Contract a) This Agreement may only be enforced against, and any Claim or in tort, in law or in equity) that may be Action based upon, arise arising out of of, or relate related to this Agreement Agreement, or the negotiation, execution, performance execution 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 only be made by any party hereto only brought against the Persons entities or persons that are expressly identified named as parties hereto or theretoand then only with respect to the specific obligations set forth herein with respect to such party. No Person who is not a named party to this Agreementpast, including any present or future director, officer, manager, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, representative or Representative affiliate of any named party or any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), Agreement) shall have any liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided, however, that nothing in this Section 15.16 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement. (b) Notwithstanding anything to the contrary contained herein, no Debt Financing Source shall have any liability to the Seller Related Parties (other than the Purchaser), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, in contract, tort or otherwise, for any obligations or liabilities of the Seller Related Parties hereto or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby (including any dispute arising out of, or relating in any way to, the Debt Financing, the Debt Commitment Letter or the performance thereof) and neither the Principal, Seller Affiliate, the Sellers, Purchaser or any Affiliate of any of the foregoing shall be entitled to seek specific performance of any rights of Purchaser or any Affiliate thereof to cause the Debt Financing to be funded; provided that, notwithstanding the foregoing, nothing in this Section 15.16(b) shall in any way limit or modify the rights and obligations of Purchaser under this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that under the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties Debt Commitment Letter or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or Debt Financing Source’s obligations of any Non-Party Affiliates, in each case to Purchaser under the Merger Agreement Debt Commitment Letter. No Debt Financing Source shall be subject to any special, consequential, punitive or any other agreement to which they are specifically indirect damages or damages of a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)tortious nature.

Non-Recourse. All Legal Proceedings (whether Anything contained in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or to the negotiationcontrary notwithstanding (except as provided below), execution, performance or non-performance of this Agreement (including Lender's recourse with respect to any representation or warranty made in claims arising under or in connection with this Agreement or as an inducement shall be limited solely to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this interest of Manager in the Management Agreement, including and none of (i) Manager or any directorof its Affiliates, (ii) any Persons who presently or in the future own any direct ownership interest in Manager or any successor of Manager (each, a "Direct Beneficial Owner") or any affiliate thereof, (iii) any Person owning, directly or indirectly, any legal or beneficial interest in Manager or any Direct Beneficial Owner of any Affiliate thereof, or (iv) any partner, principal, officer, controlling person, beneficiary, trustee, advisor, shareholder, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney nominee, Affiliate or Representative director of any named party to this Agreement Person described in clauses (i) through (iii) above shall be personally liable for the performance of any obligation thereunder or the payment of any amount due hereunder; provided, however, that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose the foregoing limitation on the personal liability of an entity party against its owners or Affiliatesthe Persons described in clauses (i) 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 through (iv) above shall not impair the validity of this Agreement or the right of Lender to enforce any of its negotiation rights or execution; and each party hereto remedies hereunder or thereto waives and releases all such liabilities, claims and obligations against under any such Non-Party Affiliates. The parties acknowledge and agree that of the Non-Party Affiliates are intended third-party beneficiaries other Loan Documents upon the occurrence of a Cash Management Event as provided in this Section 9(n)Agreement. Nothing in this Agreement precludes the parties contained herein shall release, impair or otherwise affect any right, remedy or recourse Lender may have against Manager or Borrower with respect to (a) any fraud or bad faith or any Non-Party material and intentional misrepresentation by Manager or its Affiliates from exercising any rightsmade in connection with the transactions contemplated hereby, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n(b) is subject to, and does not alter the scope or application of, Section 9(j).bad

Non-Recourse. All Legal Proceedings (whether Except in Contract or in tortthe case of fraud, in law no event will any Company Party seek or obtain, nor will it permit any of its Representatives to seek or obtain through or on behalf of the Company, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party (as defined in equitythe Equity Commitment Letter) that may be based upon, arise out of or 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party respect to this Agreement, the Transaction Documents or the transactions contemplated hereby and thereby, or the negotiation or execution hereof (including any breach by any Parent Party), the termination of this Agreement, the failure to consummate the transactions contemplated hereby or any claims or actions under applicable Laws arising out of any such breach, termination or failure, other than from a Parent Party to the extent expressly provided for in this Agreement. Except in the case of fraud, in no event will any Parent Party seek or obtain, nor will they permit any of their Representatives or to seek or obtain through or on behalf of any Parent Party, nor will they permit any of their Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any former, current or future director, officer, employee, incorporatormanager, member, partner, stockholder, Affiliate, agent, attorney Affiliate or other Representative of the Company or any named party to this Agreement that is not itself of its Subsidiary (each such Person, other than the Company or a named party to this Agreement (Subsidiary of the Company, a “Non-Party AffiliatesRecourse Company Party”) with respect to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby, or the negotiation or execution hereof (including any breach by the Company or any of its Subsidiary), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party 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 the termination of this Agreement Agreement, the failure to consummate the transactions contemplated hereby or any claims or actions under applicable Laws arising out of any such breach, termination or failure, other than from the Company or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that Subsidiary to the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing extent expressly provided for in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Agreement.

Non-Recourse. All Legal Proceedings (whether in Contract 10.17.1. Notwithstanding anything to the contrary contained herein, this Agreement may only be enforced against, and any claims or in tort, in law or in equity) causes of action that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, performance execution 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) the Contemplated Transactions, may only be made by any party hereto only against the entities and Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this AgreementAgreement in their capacities as such and no former, including 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, partnermanager, stockholder, Affiliate, agent, attorney agent or Representative Affiliate of any named party to this Agreement that is not itself of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesRecourse Party”), ) shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising underof the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, this Agreement or the Contemplated Transactions or in respect of any representations made or alleged to be made in connection with herewith (except to the extent such Non-Recourse Party is a named party to any Transaction Document (and then only to the extent of the specific obligations undertaken by such named party in such Transaction Document and not otherwise)); provided, that nothing in this Section 10.17 shall in any way limit or related qualify any Action based upon Actual Fraud committed by such Person against whom such Action is being made. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages hereunder from, any Non-Recourse Party. 10.17.2. Notwithstanding anything to the contrary contained in this Agreement, none of the Debt Financing Parties shall have any liability to the Company (prior to the Closing) and Seller for any obligations or liabilities of any party under this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; of, the transactions contemplated hereby, including any Debt Financing Party Related Proceeding and each party hereto of the Company (prior to the Closing) and Seller agrees that it will not bring, or thereto permit any of its Affiliates to bring, any such Debt Financing Party Related Proceeding against or involving any Debt Financing Party and waives and releases all such liabilities, any rights or claims and obligations against any such Non-Debt Financing Party Affiliates. The parties acknowledge in connection with the foregoing (whether in contract, tort, equity or otherwise); provided that Buyer may enforce, and agree that seek remedies under, the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, Debt Commitment Letter and nothing in this Agreement shall limit the liability or obligations rights of any Non-Party Affiliates, in each case under of the Merger Agreement parties to any Debt Commitment Letter or any other definitive agreement to which they entered into in connection with the Debt Financing or any Alternative Financing. Each party hereto agrees that the Debt Financing Parties are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject tobeneficiaries of, and does may rely upon and enforce, any provisions in this Agreement reflecting the foregoing agreements in this Section 10.17.2 (including Sections 10.7(e) (solely to the extent it relates to this Section 10.17.2 and the Debt Financing Parties), 10.9 (solely to the extent it relates to the Debt Financing Parties), 10.10 (solely to the extent it relates to the Debt Financing Parties) and 10.11 (solely to the extent it relates to the Debt Financing Parties)) and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Parties” (and any other provision of this Agreement the amendment, modification or alteration of which has the effect of modifying such provisions) shall not alter be amended in any way materially adverse to the scope or application ofDebt Financing Parties, Section 9(jwithout the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter (and any such amendment without such prior written consent shall be null and void).

Non-Recourse. All Legal Proceedings This Agreement may only be enforced against, and any claim, obligation, liability, action, suit or other legal proceeding (whether in Contract contract or in tort, in law or in equity, or granted by statue) that may be based upon, arise arising out of of, or relate related to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in, in connection with this Agreement with, or as an inducement to enter into to, this Agreement) ), or the negotiation, execution or performance of this Agreement, may only be made by any party hereto only brought against the Persons entities that are expressly identified named as parties hereto or theretoand only with respect to the specific obligations set forth herein. No Person who is not a named party to this Agreementpast, including any present or future director, officer, employee, incorporator, manager, member, partner, stockholdershareholder, Affiliate, agent, attorney or Representative other representative of any named party to this Agreement that is not itself a named hereto of or any Affiliate of any party to this Agreement hereto, or any past, present or future director, officer, employee, incorporator, manager, member, partner, shareholder, Affiliate, agent, attorney or other representative of any of the foregoing, or any of their successors or permitted assigns (collectively, “Non-Party Nonparty Affiliates”), shall have any liability (whether in Contract 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 Affiliatesgranted by statute) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to of any party hereto under this Agreement or for any claim or Action based on, in respect of, of or by reason of this Agreement or its negotiation or execution; the transactions contemplated hereby, and, to the maximum extent permitted by law, each Buyer Party and each party hereto or thereto Seller Party hereby waives and releases all such liabilities, claims claims, causes of action and obligations obligation against any such Non-Nonparty Affiliate. To the maximum extent permitted by law, (a) each Buyer Party Affiliates. The parties acknowledge hereby waives and agree 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 Seller Party or otherwise impose liability of a Seller Party under this Agreement on any Nonparty Affiliate (including without limitation any Shareholder), whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the corporate veil, fraudulent transfer, improper distribution, unfairness, undercapitalization or otherwise, and (b) except (i) as expressly provided in the Non-Compete Agreements and (ii) with respect to the performance obligations of Seller Parent in its capacity as a Seller hereunder, each Buyer Party disclaims any reliance upon any Nonparty Affiliates are intended third-party beneficiaries (including without limitation any Shareholder) with respect to the performance of this Section 9(n)Agreement or any representation or warranty made in, in connection with or as an inducement to this Agreement. Nothing in this Agreement precludes Notwithstanding anything herein to the parties or contrary, (i) nothing herein shall affect any rights of a Buyer Party under any Non-Compete Agreement, (ii) nothing herein shall affect any rights of a Buyer Party Affiliates from exercising against any rightsPerson (including a Nonparty Affiliate) with respect to any liability, and nothing in claim, cause of action or other obligation other than any obligation or liability of any Seller Party under this Agreement and (iii) nothing herein shall limit affect any rights of a Buyer Party against any Person in respect of fraud (or the liability or obligations of ability to demonstrate any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary element thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)by such Person.

Non-Recourse. All Legal Proceedings (whether in Contract Notwithstanding anything to the contrary contained herein, this Agreement may only be enforced against, and any claims or in tort, in law or in equity) causes of action that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation Agreement, or warranty made in the negotiation, execution or in connection with performance of this Agreement or as an inducement to enter into this Agreement) the Transactions contemplated hereby, may only be made by any party hereto only against the entities and Persons that are expressly identified as parties hereto Parties in their capacities as such and no former, current or thereto. No Person who is not a named future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party to this Agreementhereto, including or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney agent or Representative Affiliate of any named party to this Agreement that is not itself of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesRecourse Party”), ) shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement of the Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the Transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any Party against the other Parties hereto, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiesseek to recover monetary damages from, claims and obligations against any such Non-Recourse Party Affiliates. The parties acknowledge and agree that (including any of the Non-Party Affiliates are intended third-party beneficiaries of Sponsor Parties) under this Section 9(n)Agreement. Nothing in this Agreement herein precludes the parties Parties or any Non-Party Affiliates Recourse Parties from exercising any rights, and nothing in this Agreement herein shall limit the liability or obligations of any Non-Party AffiliatesRecourse Party, in each case under the Merger Agreement Voting Agreements, Stockholders Agreements or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything to the contrary that may be based uponexpressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, arise out and notwithstanding the fact that Holder or any of its successors or relate permitted assignees may be a partnership, limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under this Agreement, the Merger Agreement, the JBA, ▇▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, equityholder or member of Holder (or any of its successors or assignees) or any Affiliate or related party thereof or against any former, current or future director, officer, agent, employee, Affiliate, related party, assignee, general or limited partner, equityholder, manager or member of any of the foregoing (each, other than ▇▇▇▇▇▇ and its successors and permitted assignees, a “Holder Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holder against the Holder Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; provided that (and notwithstanding anything to the contrary provided herein or in any document or instrument delivered contemporaneously herewith), (A) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the JBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent against Holder (or with respect to any assignee hereof) as a third-party beneficiary under ▇▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the negotiationtransactions contemplated hereby, execution, performance under any documents or non-performance of this Agreement (including any representation or warranty made in or instruments delivered in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreementherewith, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party 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 its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)such obligations or their creation.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of expressed or relate to implied in this Agreement or any Ancillary Agreement to the negotiationcontrary, execution, performance or non-performance by its acceptance of the benefits of this Agreement (including Agreement, each Party, for itself and on behalf of its Affiliates, covenants, agrees and acknowledges that, notwithstanding that the equity holders of any representation Party or warranty made in their respective managing members or in connection with general partners may be partnerships or limited liability companies, each Party has no right of recovery under this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Ancillary Agreement, including or any claim based on such liabilities, obligations, or commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling Persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any member of any Party, or any former, current or future stockholder, controlling Person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney Affiliate or Representative agent of any named party to this Agreement that is not itself of the foregoing Persons, or any of their successors or permitted assigns (collectively, each a named party to this Agreement (“Non-Party AffiliatesAffiliate”), shall have whether directly or through a member of the other Party or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any liability other theory or doctrine, including alter ego or otherwise, by or through a claim by or on behalf of a member of the other Party against any Non-Party Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise, all of which are hereby waived by each Party (whether in Contract on behalf of itself and its Affiliates). Without limiting the foregoing, no claim or in tortother Action will be brought or maintained by any Party or any of its respective successors or permitted assigns against any Non-Party Affiliate, in law and no recourse will be brought or in equitygranted against any of them, by virtue of or based upon any theory that seeks to impose liability alleged misrepresentation or inaccuracy in or breach or nonperformance of an entity party against its owners any of the representations, warranties, covenants or Affiliates) to agreements of any party to Party set forth or contained in this Agreement for Agreement, any obligations Ancillary Agreement, any Exhibit or liabilities arising underSchedule hereto or thereto, in connection with any other document contemplated hereby or related to this Agreement thereby or for any claim based oncertificate, in respect ofinstrument, opinion, agreement or other document of any Party or any other Person delivered hereunder or thereunder, the business or the ownership, operation, management, use or control of the business of any Party, any of their assets, or by reason of this Agreement any actions or its negotiation omissions at, or execution; prior to, the Closing, and each party hereto or thereto Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge . (a) Notwithstanding the foregoing provisions of Section 11.20 to the contrary, nothing set forth in Section 11.20 shall prohibit a Party to this Agreement or a party to any Ancillary Agreement from bringing a claim against another Party to this Agreement or a party to an Ancillary Agreement, in each case, solely in such Person’s capacity as a Party to this Agreement or a party to such Ancillary Agreement, and agree that subject, in each case, to the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing terms and conditions in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rightsand such Ancillary Agreement, as applicable, and nothing then solely to the extent of such Person’s obligations as a Party to this Agreement or a party to such Ancillary Agreement, as applicable. (b) Each Party acknowledges and agrees that the agreements contained in this Agreement shall limit Section 11.20 are an integral part of the liability or obligations of any Non-Party AffiliatesTransactions and that, without the agreements set forth in each case under this Section 11.20, the Merger Parties would not enter into this Agreement or any other agreement Ancillary Agreement, or otherwise agree to which they are specifically a party consummate or an express third party beneficiary thereof. This Section 9(n) is subject toapprove any of the Transactions, and does not alter the scope or application of, Section 9(j)as applicable.

Non-Recourse. All Legal Proceedings proceedings (whether in Contract contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, performance execution 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 the Persons entities that are expressly identified as parties hereto hereto. Other than for claims for common law fraud under the laws of the State of Delaware committed with the intent to deceive, each party hereby acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, the former, current or thereto. No Person who is not a named party to this Agreementfuture direct or indirect equityholders, including 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, agent, attorney, representative, general or limited partner, member, partner, stockholdermanager, Affiliate, agent, attorney assignee or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement of the foregoing (collectively, the “Non-Party AffiliatesRecourse Parties”), except in each case to the extent any such Person is itself a party hereto (in which case such Person shall have 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, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Parent or Merger Sub against any liability (whether in Contract Non-Recourse Party by the enforcement of any assessment or in tortby any legal or equitable action, in law or in equityby virtue of any Law, or based upon any theory that seeks to impose liability of 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 on, in respect of, or by reason of this Agreement or its negotiation or execution; otherwise and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party AffiliatesRecourse Party. The parties acknowledge and agree In the event that the Non-Party Affiliates are intended third-party beneficiaries any provision of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically provides that a party hereto shall cause its Affiliates and/or Representatives to take any action (or an express third refrain from taking any action) or otherwise purports to be binding on such party’s Affiliates and/or representatives, such party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope shall be liable for any breach of such provision by any such Affiliate or application of, Section 9(j)Representative.

Non-Recourse. All Legal Proceedings (whether in Contract This Agreement may only be enforced against, and any claims or in tort, in law or in equity) causes of action that may be based upon, arise out of of, or relate to this Agreement 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 only be made by against, the signatories hereto, and no former, current or future direct or indirect equity holders, controlling Persons, directors, officers, employees, general or limited partners, members, managers, advisors, agents, or Affiliates of any party hereto only against the Persons that are expressly identified as parties hereto signatory hereto, or thereto. No Person who is not a named party to this Agreementany former, including any current, or future direct or indirect equity holder, controlling Person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliateadvisor, agent, attorney or Representative Affiliate of any named party to this Agreement that is not itself of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesRecourse Party”), shall ) will have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related of the signatories to this Agreement or for any claim (whether in tort, contract, or otherwise, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation, or other applicable Law) based on, in respect of, or by reason of, this Agreement, the transactions contemplated hereby, or any oral representations made or alleged to be made in connection herewith, it being expressly agreed and acknowledged that no personal liability whatsoever will attach to, be imposed on, or otherwise be incurred by any Non-Recourse Party in connection therewith. Without limiting the rights of any Person against the other signatories hereto, in no event will any signatory hereto, and each such signatory agrees to cause its Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing seek to recover monetary damages in connection with this Agreement precludes the parties or from, any Non-Party Affiliates from exercising Recourse Party. None of the signatories hereto will assert or permit any rights, and nothing in other Person (including any stockholder of such Person) to assert or threaten to assert that this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party part hereof is invalid, illegal, or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)unenforceable.

Non-Recourse. All Legal Proceedings (whether in Contract Anything herein or in tortany other Financing Document to the contrary notwithstanding, in law or in equity) that may be based upon, arise out the obligations of or relate to the Loan Parties under this Agreement and each other Financing Document to which each Loan Party is a party, and any certificate, notice, instrument or the negotiationdocument delivered pursuant hereto or thereto, executionare obligations solely of such Loan Party and do not constitute a debt, performance liability or non-performance obligation of this Agreement (and no recourse shall be made with respect to) any of their respective Affiliates (including Sponsor and its Affiliates, other than Borrower), or any representation shareholder, partner, member, officer, director or warranty made in employee of the Loan Parties or such Affiliates (collectively, the “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 action under or in connection with this Agreement or as an inducement any other Financing Document to enter into this Agreement) may which each Loan Party is a party shall be made brought against any Non-Recourse Party, and no judgment for any deficiency upon the obligations hereunder or thereunder shall be obtainable by any party hereto only Secured Party against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Recourse Party, except that the foregoing shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any not limit the 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 its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Recourse Party Affiliatesunder any Financing Document to which such Non-Recourse Party is a party. Notwithstanding any of the foregoing, it is expressly understood and agreed that nothing contained in each case under this Section 9.14 shall in any manner or way (i) restrict the Merger Agreement remedies available to any Agent or any other agreement Lender to realize upon the Collateral or under any Financing Document, (ii) constitute, or be deemed to be, 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, (iii) 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 its obligations or liabilities under any Financing Document to which they are specifically such Non-Recourse Party is a party or an express third party beneficiary thereof. This (iv) release, or be deemed to release, Pledgor from its obligations under the Pledge Agreement, the Board Observer Agreement or Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)9.13.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of expressed or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made implied 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any Ancillary Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, except for Fraud actually committed (either by action, inaction or omission) by a party hereunder, each Buyer covenants, agrees and acknowledges that no Persons other than the Sellers have any Liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that, notwithstanding that the Sellers or their respective general partners may be partnerships or limited companies, such Buyer has no right of recovery under this Agreement, or any claim based on such Liabilities, obligations, commitments against, and no personal Liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of the Sellers or any former, current or future stockholder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney Affiliate or Representative agent of any named of the foregoing (collectively, but not including the Sellers, each, a “Non-Recourse Party”), through the Sellers or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any Company 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. Without limiting the foregoing, no claim will be brought or maintained by any Buyer or any of their Affiliates or any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Agreement, shall have and no recourse will be brought or granted against any liability (whether in Contract or in tortof them, in law or in equity, by virtue of or based upon any theory that seeks to impose liability alleged misrepresentation or inaccuracy in or breach or nonperformance of an entity party against its owners any of the representations, warranties, covenants or Affiliates) to agreements of any party to this Agreement for any obligations hereto set forth 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 its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing contained in this Agreement precludes the parties Agreement, any Ancillary Agreement, any exhibit or schedule thereto, any other document contemplated hereby or thereby or any Non-Party Affiliates from exercising any rightscertificate, and nothing in this Agreement shall limit instrument, opinion, agreement or other document of the liability or obligations of any Non-Party AffiliatesSellers, in each case under the Merger Agreement Companies or any other agreement to which they are specifically a party Person delivered hereunder or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)thereunder.

Non-Recourse. All Legal Proceedings Notwithstanding anything that may be expressed or implied in this Agreement (except in the case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Party may be a corporation, partnership or limited liability company, each Party, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any other Ancillary Agreements or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, shareholder or member of any Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, shareholder, manager or member of any of the foregoing, but in each case not including the Parties (each, a “Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, Contract or in tortotherwise) by or on behalf of such Party against the Non-Party Affiliates, in law by the enforcement of any assessment or in equity) by any Legal Proceeding, or by virtue of any applicable Laws, or otherwise; it being agreed and acknowledged that may no personal liability whatsoever shall attach to, be based uponimposed on, arise out or otherwise be incurred by any Non-Party Affiliate, as such, for any obligations of or relate to the applicable Party under this Agreement or the negotiationTransactions, executionunder any other Ancillary Agreements, performance in respect of any oral representations made or non-performance of this Agreement (including any representation or warranty alleged to be made in connection herewith or in connection with this Agreement therewith, or as an inducement to enter into this Agreement) may be made by for any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability Action (whether in tort, 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 Affiliatesotherwise) 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 of, such obligations or their creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any (including the Ancillary Agreements) if such Non-Party AffiliatesAffiliate is party to such document, agreement or instrument. The parties acknowledge Except to the extent otherwise set forth in, and agree subject in all cases to the terms and conditions of any limitations herein, this Agreement may only be enforced against, and any Action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Party Affiliates are Affiliate is intended as a third-party beneficiaries beneficiary of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof11.2. This Section 9(n) is subject to, 11.2 shall be binding on all successors and does not alter assigns of the scope or application of, Section 9(j)Parties.

Non-Recourse. All Legal Proceedings (a) Notwithstanding anything to the contrary contained herein, no recourse shall be had, whether in Contract by levy or in tortexecution or otherwise, in law or in equity) that may be based upon, arise out for the payment of the principal of or relate to this Agreement interest or premium (if any) on the negotiationSecurities, 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based onon payments due thereon, against the Seller or any of its respective stockholders, directors, officers, agents or employees or successors and assigns of any of the foregoing, under any rule of law, statute or constitution, or by the enforcement of any assessment or penalty, or otherwise, nor shall any of such persons be personally liable for any such amounts or claims, or liable for any defenses or any judgment based thereon or with respect thereto; provided, that the foregoing shall not (i) constitute a waiver of any rights of the Purchaser or its assignees against the Seller for breach of any representations, warranties or covenants contained herein, or (ii) be taken to prevent recourse by the Purchaser to, and the enforcement of its rights against, the Securities or any obligor thereunder. (b) No recourse under any obligation, covenant or agreement of the Purchaser contained in respect ofthis Agreement shall be had against any incorporator, stockholder, officer, director or employee of the Purchaser or successors and assigns of any of the foregoing, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Purchaser, and that no personal liability whatever shall attach to or be incurred by the incorporators, stockholders, officers, directors or employees of the Purchaser, or any of them under or by reason of any of the obligations, covenants or agreements of the Purchaser contained in this Agreement Agreement, or its negotiation or execution; implied therefrom, and each party hereto or thereto waives that any and releases all such liabilities, claims and obligations against personal liability for breaches by the Purchaser of any such Non-Party Affiliates. The parties acknowledge obligations, covenants or agreements either at common law or at equity, or by statute or constitution, of every such incorporator, stockholder, officer, director or employee is hereby expressly waived as a condition of and agree that in consideration for the Non-Party Affiliates are intended third-party beneficiaries execution of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rightsAgreement, and provided however, that nothing in this Agreement Section 6(b) shall limit relieve any of the foregoing persons or entities from any liability arising from his, her or obligations of any Non-Party Affiliates, in each case under the Merger Agreement its willful misconduct or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)intentional misrepresentation.

Non-Recourse. All Legal Proceedings (whether in Contract This Agreement may only be enforced against, and any action, suit, claim, investigation, or in tort, in law or in equity) that may be proceeding based upon, arise arising out of or relate related to this Agreement or the negotiationTransactions may only be brought against, 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 the Persons that are expressly identified named as parties hereto or thereto. No Person who is not a named party to this AgreementAgreement and then only with respect to the specific obligations set forth herein with respect to such named party. Notwithstanding anything in this Agreement to the contrary, including any directorno past, officer, employeepresent or future shareholder, incorporator, member, partner, stockholdermanager, director, officer, employee, Affiliate, agent, attorney agent or Representative Advisor of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement or any of their successors or assigns or shareholder, incorporator, member, partner, manager, director, officer, employee, Affiliate, agent or Advisor of any of the foregoing (each, other than the Company, Buyer, ▇▇▇▇▇▇ Sub or the Stockholders, a “Non-Recourse Party”) will have any liability or obligations (whether in contract, tort, equity or otherwise) for any of 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, arising under, in connection with out of or related to this Agreement or for the Transactions. Without limiting the foregoing, no claim will be brought or maintained by any claim party or any of its Affiliates or any of their respective successors or permitted assigns against, and no such person shall seek to recover monetary damages from any Non-Recourse Party, and no recourse will be brought or granted against any of them, by virtue of or based onupon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any party hereto set forth or contained in respect of, or by reason of this Agreement or its negotiation any exhibit or execution; and each party schedule hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)certificate delivered hereunder.

Non-Recourse. All Legal Proceedings claims, obligations, liabilities or causes of action (whether in Contract contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in, in connection with this Agreement with, or as an inducement to enter into to, this Agreement) and the transactions contemplated hereby, may be made by any party hereto made, subject to Section 6.1, only against (and such representations and warranties are those solely of) Parent, Merger Sub and the Persons that are expressly identified as parties hereto or theretoCompany (the “Contracting Parties”). No Person who is not a named party to this AgreementContracting Party, including any past, present or future director, officer, employee, incorporator, member, partner, stockholdermanager, Stockholder, Warrantholder, Affiliate, agent, attorney attorney, Representative or assignee of, and any financial advisor or lender to, any Contracting Party, or any past, present or future director, officer, employee, incorporator, member, partner, manager, Stockholder, Warrantholder, Affiliate, agent, attorney, Representative or assignee of, and any financial advisor or lender to, any of any named party to this Agreement that is not itself a named party to this Agreement the foregoing (collectively, the “Non-Party Nonparty Affiliates”), shall have any liability (whether in Contract contract or in tort, in law Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesgranted by statute) to any party to this Agreement for any obligations claims, causes of action, obligations, or liabilities arising under, out of, or in connection with or related to this Agreement or for any claim the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation negotiation, execution, performance or execution; and breach, and, to the maximum extent permitted by law, each party hereto or thereto Contracting Party hereby waives and releases all such liabilities, claims claims, causes of action and obligations against any such Non-Party Nonparty Affiliates. The parties acknowledge and agree that Without limiting the Non-foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Confidentiality Agreement, each Contracting Party disclaims any reliance upon any Nonparty Affiliates are intended third-party beneficiaries with respect to the performance of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rightsrepresentation or warranty made in, and in connection with, or as an inducement to this Agreement. Notwithstanding the foregoing, nothing in this Agreement Section 8.4 is intended to or shall limit the liability relieve or release any Person from its obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement contract or other document to which they are specifically such Person is expressly made a party or an express third party beneficiary thereof. This Section 9(n) that is subject to, and does not alter the scope or application of, Section 9(j)delivered pursuant to this Agreement.

Non-Recourse. All Legal liabilities or Proceedings (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement Agreement, or the negotiation, execution, performance or non-performance of this Agreement (including any certification delivered pursuant to this Agreement and any representation or warranty made in or in, in connection with this Agreement with, or as an inducement to enter into to, this Agreement) ), may be made by any party hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties hereto or theretoin the preamble to this Agreement. No Person who is not a named party to this Agreement, including any directorpast, officer, employee, incorporator, member, partner, stockholderpresent or future equityholder, Affiliate, agentdirectors, attorney managers, officers, principals, partners, members, employees, agents, attorneys, accountants, consultants, advisors or other Representatives or assignee of, and any financial advisor or lender to, any party, or any past, present or future equityholder, Affiliate, Representative or assignee of, and any financial advisor or lender to, any of any named party to this Agreement that is not itself a named party to this Agreement the foregoing (collectively, the “Non-Party Nonparty Affiliates”), shall have any liability (whether in Contract 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 Affiliatesgranted by statute) to any party to this Agreement for any obligations liabilities or liabilities Proceedings arising under, out of, in connection with with, or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation negotiation, execution, performance, or execution; and breach. Without limiting the foregoing, to the maximum extent permitted by Law, each party hereto or thereto waives and releases all such liabilities, claims and obligations against disclaims any such Non-Party Affiliates. The parties acknowledge and agree that reliance upon any Nonparty Affiliates with respect to the Non-Party Affiliates are intended third-party beneficiaries performance of this Section 9(n)Agreement or any certificate delivered pursuant to this Agreement, or any representation or warranty made in, in connection with, or as an inducement to, this Agreement. Nothing Notwithstanding the foregoing or anything in this Agreement precludes to the parties or any Non-Party Affiliates from exercising any rightscontrary, and nothing in this Agreement shall limit the liability rights or obligations remedies of any Non-Party Affiliates, party in each the case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)of Actual Fraud.

Non-Recourse. All Legal Proceedings (whether in Contract This Agreement may only be enforced against, and any claim or in tortsuit based on, in law or in equity) that may be based upon, arise arising out of or relate related to this Agreement or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in connection with may only be brought against, the named Parties to this Agreement or as an inducement and then only with respect to enter into the specific obligations set forth herein with respect to the named Parties to this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any past, present or future director, manager, officer, employee, incorporator, member, partner, stockholderdirect or indirect equityholder, Affiliate, agent, attorney Affiliate or Representative of the Corporation, the Vendor or any named party of their respective Affiliates will have or be subject to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability or indemnification obligation (whether in Contract 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, documents, projections, forecasts or other material made available to Purchaser in law certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in equityconnection with, or based upon any theory that seeks to impose liability of 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 transactions contemplated by this Agreement or for (ii) any claim based on, in respect of, of or by reason of this Agreement the sale and purchase of the Corporation, including any alleged non-disclosure or its negotiation misrepresentations made by any such Persons or executionother 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 whether at law or in equity, or otherwise; and each party hereto or thereto Party waives and releases all such liabilities, claims liabilities and obligations against any such Non-Party AffiliatesPersons. The parties acknowledge and agree that No Person who is not a named party to this Agreement, including any past, present or future director, manager, officer, employee, incorporator, member, lender, partner, direct or indirect equityholder, Affiliate or Representative of the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties Purchaser or any Non-Party of their respective Affiliates from exercising will have or be subject to any rights, and nothing in this Agreement shall limit the liability or obligations indemnification obligation (whether in contract or in tort) to the Vendor or any other Person resulting from (nor will the Vendor have any claim with respect to) any claim based on, in respect of or by reason of the sale and purchase of the Corporation or the financing thereof, including any Nonalleged non-Party Affiliatesdisclosure or misrepresentations made by any such Persons or other Persons, in each case case, regardless of the legal theory under the Merger Agreement which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each Party waives and releases all such liabilities and obligations against any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)such Persons.

Non-Recourse. All Legal Proceedings (whether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of expressed or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made implied 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 the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any Ancillary Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, except for Fraud actually committed (either by action, inaction or omission) by a party hereunder, Buyer covenants, agrees and acknowledges that no Persons other than the Sellers have any Liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that, notwithstanding that the Sellers or their respective managing members or general partners may be partnerships or limited liability companies, Buyer has no right of recovery under this Agreement, or any claim based on such Liabilities, obligations, commitments against, and no personal Liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of the Sellers or any former, current or future stockholder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney Affiliate or Representative agent of any named of the foregoing (collectively, but not including the Sellers, each, a “Non-Recourse Party”), through any Seller or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Company 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. Without limiting the foregoing, no claim will be brought or maintained by Buyer or any of their Affiliates or any of their respective successors or permitted assigns against any Non- Recourse Party that is not otherwise expressly identified as a party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Agreement, shall have and no recourse will be brought or granted against any liability (whether in Contract or in tortof them, in law or in equity, by virtue of or based upon any theory that seeks to impose liability alleged misrepresentation or inaccuracy in or breach or nonperformance of an entity party against its owners any of the representations, warranties, covenants or Affiliates) to agreements of any party to this Agreement for any obligations hereto set forth 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 its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing contained in this Agreement precludes the parties Agreement, any Ancillary Agreement, any exhibit or schedule thereto, any other document contemplated hereby or thereby or any Non-Party Affiliates from exercising any rightscertificate, and nothing in this Agreement shall limit instrument, opinion, agreement or other document of Blocker, the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement Company or any other agreement to which they are specifically a party Person delivered hereunder or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)thereunder.

Non-Recourse. All Legal Proceedings Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement and the other Transaction Documents, covenants, agrees and acknowledges that no Persons other than the parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in Contract or in tort, in law contract or in equityotherwise) by or on behalf of such party against such Persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that may no personal liability whatsoever shall attach to, be based uponimposed on, arise out or otherwise be incurred by any such Persons, as such, for any obligations of or relate to the applicable party under this Agreement or the negotiationtransactions contemplated hereby, executionunder any documents or instruments delivered contemporaneously herewith, performance in respect of any oral representations made or non-performance of this Agreement (including any representation or warranty alleged to be made in connection herewith or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreementtherewith, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of this Agreement of, such obligations or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiestheir creation. Notwithstanding anything in the Transaction Documents to the contrary, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliatesthe Purchasers shall be several, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)joint.

Non-Recourse. All Legal Proceedings Except as otherwise contemplated by this Agreement or any Transaction Document, all claims, obligations, liabilities or causes of action (whether in Contract contract or in tort, in law or in equityequity or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement or any Transaction Document, or the negotiation, execution, performance execution or non-performance of this Agreement or any Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or such Transaction Document), may be made only against (and such representations and warranties are those solely of) the parties hereto or thereto (and their respective successor and assigns). The parties agree and acknowledge that no recourse under this Agreement, any Transaction Document, or any documents or instruments delivered in connection with this Agreement or as an inducement any Transaction Document, or any transaction contemplated by any of the foregoing, shall be had against any Seller Related Party or Purchaser Related Party (the “Nonparty Affiliates,” it being acknowledged and agreed, for the avoidance of doubt, and notwithstanding anything herein to enter into the contrary, that none of Seller, the Company or Purchaser or any party to any Transaction Document or any documents or instruments delivered in connection with this Agreement) may Agreement or any Transaction Document shall be Nonparty Affiliates hereunder), whether by the enforcement of any assessment or by any legal or equitable Litigation, or by virtue of any Law, or by virtue of any breach or alleged breach hereof or thereof, the negotiation, execution or performance hereof or thereof or the transactions contemplated by this Agreement or thereby or in respect of any other document or theory of law or equity or in respect of any oral or written representations made or alleged to be made by any party hereto only against the Persons that are expressly identified as parties hereto in connection herewith or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability therewith (whether in Contract or in tort, in at law or in equity, and whether in contract or based upon in tort or otherwise), it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any theory that seeks to impose liability Nonparty Affiliate for any obligation of an entity party against its owners or Affiliates) to any party to under this Agreement for Agreement, any obligations Transaction Document, any documents or liabilities arising under, instruments delivered in connection with or related to this Agreement or any Transaction Document, or any transaction contemplated by the foregoing, for any claim based on, in respect of, of or by reason of this Agreement such obligations or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)their creation.