Common use of Non-Recourse Clause in Contracts

Non-Recourse. All Legal 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, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against 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 Agreement 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 (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 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, the Related Documents or 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing).

Non-Recourse. All Legal Actions 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, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against 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 liability for the actions or omissions of any other Person other than as provided in Section 8.17Person. No Person who is not a named party to this Agreement 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 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 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 Liabilities obligations or 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)Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents or 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)9.12.

Non-Recourse. All Legal Actions (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 related to this Agreement may only be brought against persons that are expressly named as parties hereto, and then only (x) with respect to the specific obligations set forth herein and (y) by the persons that are party to or are expressly identified as third party beneficiaries under Section 8.9, but solely with respect to the Related Documents or matters set forth therein. In furtherance and not in limitation of the negotiationforegoing, execution, performance or non-performance and notwithstanding any other provision of this Agreement or the Related Transaction Documents to the contrary, the Company covenants, agrees and acknowledges that (a) no former, current or future direct or indirect equity holders, controlling persons, shareholders, directors, officers, employees, agents, affiliates, members, managers, general or limited partners or assignees of the Company, Parent or Merger Sub or any of their respective affiliates or Representatives (including any representation Parent Related Party or warranty made Lender Related Party), in or in connection with this Agreementeach case, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against 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 Agreement 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”)hereto, shall have any Liability (whether in Contract liability hereunder or in tortobligation for any of the representations, in law warranties, covenants, agreements, obligations or in equityliabilities of the Company, Parent or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) to any party to Merger Sub under this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim action, suit, arbitration, claim, litigation, investigation or proceeding based on, in respect of, or by reason of, the transactions contemplated hereby (including the breach, termination or failure to consummate such transactions), in each case whether based on contract, tort, strict liability, other Laws or otherwise and whether by piercing the corporate veil, by a claim by or on behalf of a party hereto, and (b) no recourse under this Agreement, the Related Documents any related document or their negotiation any documents 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 8.16. Nothing instruments delivered in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under connection with this Agreement or any related document shall be had against any Parent Related Party and neither the Company nor any of its Subsidiaries or any person acting on its or their behalf shall assert a claim or institute a Claim that is not a Retained Claim (as a result defined in the Limited Guarantee). For the avoidance of doubt, this Section 8.15 does not limit or affect any rights or remedies that Parent or Merger Sub may have against the Transactions parties to the Commitment Letters and does not limit or affect any rights or remedies that the Company may have against (including as a result i) the Guarantors under the Limited Guarantee or (ii) the Guarantors under the Equity Commitment Letter. [Remainder of the Debt Financing)page intentionally left blank; signature pages follow.]

Non-Recourse. All Legal Actions (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 of, or relate related 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 Agreementtransactions contemplated hereby may only be brought against, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against the Persons entities that are expressly identified named as parties hereto or theretohereto, and then only with respect to the specific obligations set forth herein with respect to such party. In no event shall any named party Except 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 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), (a) no past, present or the Related Documents, including any future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, attorney attorney, advisor or Representative representative, or any of their respective assignees or successors, of any named party to this Agreement that is not itself a named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, attorney, advisor or representative, or any of their respective assignees or successors, of any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), foregoing shall have any Liability liability (whether in Contract or in contract, tort, in law equity or in equityotherwise) for any one or more of the representations, warranties, covenants, agreements or based upon other obligations or liabilities of any theory that seeks to impose Liability one or more of an entity party against its owners the Company, SPAC, Pubco or Affiliates) to any party to Merger Sub under this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim based on, in respect arising out of, or by reason of related to this Agreement, any Ancillary Agreements or the Related Documents transactions contemplated hereby or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiesthereby. Notwithstanding anything to the contrary contained herein, 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 8.16. Nothing nothing in this Section 8.16 11.14 shall in limit any way expand Person’s right to enforce, or to bring any claim or cause of action based upon, arising out of or related to, any Ancillary Agreement against the circumstances in which Parent may be liable under this Agreement or as Sponsor to the extent the Sponsor is a result of the Transactions (including as a result of the Debt Financing)party to such Ancillary Agreement.

Non-Recourse. All Legal Actions Notwithstanding anything that may be expressed or implied in this Agreement, (a) all claims or causes of action (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to “pxxxxx the corporate veil” or impose liability of an entity against its owners or Affiliates or otherwise) that may be based upon, arise out of or relate to this Agreement or the Related Documents any Ancillary Document, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents any Ancillary Document (including any representation or warranty made in or in connection with this Agreement, the Related Documents Agreement or as an inducement to enter into this Agreement or the Related Documents) any Ancillary Document), may be made by any party hereto only against (and subject to the Persons terms and conditions hereof or thereof) the entities that are expressly identified as parties hereto or thereto. In (including their successors and permitted assigns) and thereto and (b) 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 Agreement or the Related Documentsany Ancillary Document, including without limitation any past, present or future director, officer, employee, incorporator, member, manager, partner, stockholderequityholder, 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 of the Related Documents, including, for the avoidance of doubt, any Lender Related Party Ancillary Document (“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 “pxxxxx the corporate veil” or impose Liability liability of an entity party against its owners or AffiliatesAffiliates or otherwise) to any party to this Agreement for any Liabilities obligations or 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 any Ancillary Document or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents Agreement or their any Ancillary Document 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 expressly intended third-as third party beneficiaries of this Section 8.16. Nothing in provision of this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)Agreement.

Non-Recourse. All Legal Actions (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 of, or relate related to this Agreement or the Related Documents transactions contemplated hereby may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. No past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the negotiationforegoing shall have any liability (whether in contract, executiontort, performance equity or non-performance otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary contained herein, no Acquiror Related Documents Party (including other than the Company) shall have any representation rights or warranty made in or claims against any Debt Financing Source in connection with this Agreement, the Related Documents or as an inducement to enter into this Agreement FP Financing or the Related Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto transactions contemplated hereby or thereto. In thereby, and no event Debt Financing Source shall any named party to this Agreement or the Related Documents have any shared rights or vicarious Liability for the actions or omissions of claims against any other Person other than as provided in Section 8.17. No Person who is not a named party to this Agreement 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 Acquiror Related Party (“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 Affiliatesother than the Company) to any party to this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents FP Financing or their negotiation the transactions contemplated hereby or executionthereby, whether at law or equity, in contract, in tort or otherwise; and each party hereto or thereto waives and releases all such liabilitiesprovided that, 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result following consummation of the Transactions (including as a result Merger, the foregoing will not limit the rights of the parties to the FP Financing under the Francisco Debt Financing)Commitment Letter.

Non-Recourse. All Legal Actions 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 Related Transaction Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Transaction Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents any other Transaction Document or as an inducement to enter into this Agreement or the Related Documentssuch 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 or the Related Transaction Documents have any shared or vicarious Liability liability for the actions or omissions of any other Person other than as provided in Section 8.17Person. No Person who is not a named party to this Agreement or the Related DocumentsTransaction Documents (including the Financing Sources), 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 Transaction Documents (including the avoidance of doubt, any Lender Related Party Financing Sources) (“Non-Party Affiliates”), shall have any 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 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 Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Transaction Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party AffiliatesAffiliates (including the Financing Sources). The parties acknowledge and agree that the Non-Party Affiliates (including the Financing Sources) are intended third-party beneficiaries of this Section 8.169.13. Nothing herein shall modify, impact, limit or impair the rights of any party to the Debt Commitment Letter or any document as it relates to any claim or cause of Litigation (whether in this Section 8.16 shall Contract or in any way expand the circumstances tort, in which Parent law or in equity) that may be based on or relate to the Debt Financing or the negotiation, execution, performance or non-performance of the Debt Commitment Letter or the Debt Financing. Notwithstanding anything to the contrary herein, none of any Parent Related Party, the Company, or any Non-Party Affiliate of the Company shall be responsible or liable under this Agreement for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the Transactions other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including as a result of the Debt Financing), or the termination or abandonment of any of the foregoing (provided, for the avoidance of doubt, that nothing in this sentence shall limit any Party’s right to receive a fee pursuant to Section 8.3 hereof).

Non-Recourse. All Legal Actions 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) 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, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against 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 Agreement 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 (whether in Contract or in tort, in law or in equity, or granted by statue) 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 Liabilities upon, arising underout of, in connection with or related to this Agreement (whichincluding any representation or warranty made in, for in connection with, or as an inducement to, this Agreement), or the avoidance negotiation, execution or performance of doubtthis Agreement, may only be brought against the entities that are expressly named as parties hereto and only with respect to the specific obligations set forth herein. No past, present or future director, officer, employee, incorporator, manager, member, partner, shareholder, Affiliate, agent, attorney or other representative of any party hereto of or any Affiliate of any party 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, “Nonparty Affiliates”), shall not include those Liabilities arising have any liability (whether in contract or tort, in law or in equity, or granted by statute) for any obligations or liabilities of any party hereto under the Debt Financing that may be asserted by the parties thereto), the Related Documents this Agreement or for any claim or Action based on, in respect of, of or by reason of this Agreementthe transactions contemplated hereby, and, to the Related Documents or their negotiation or execution; 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 8.16Agreement or any representation or warranty made in, in connection with or as an inducement to this Agreement. Nothing in this Section 8.16 Notwithstanding anything herein to the contrary, (i) nothing herein shall in affect any way expand the circumstances in which Parent may be liable rights of a Buyer Party under any Non-Compete Agreement, (ii) nothing herein shall affect any rights of a Buyer Party against any Person (including a Nonparty Affiliate) with respect to any liability, 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 affect any rights of a Buyer Party against any Person in respect of fraud (or as a result the ability to demonstrate any element thereof) by such Person. Table of the Transactions (including as a result of the Debt Financing).Contents

Non-Recourse. All Legal Actions (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 suit based upon, arise arising out of of, or relate related to this Agreement or the Related Documents Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may only be made by any party hereto only brought against the Persons that are expressly identified as named parties hereto or thereto. In no event shall any named party to this Agreement or and then only with respect to the Related Documents have any shared or vicarious Liability for specific obligations set forth herein with respect to the actions or omissions of any other Person other than named parties to this Agreement (in all cases, as provided in limited by Section 8.1710.1). No Person who is not a named party Party to this Agreement or the Related DocumentsAgreement, 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 the Company, XX Xxxxxxx Parties or any of the Related Documentstheir respective Affiliates, includingor any Financing Source, for the avoidance of doubt, will have or be subject to any Lender Related Party (“Non-Party Affiliates”), shall have any Liability liability (whether in Contract contract or in tort) to Purchaser or any other Person resulting from (i) the distribution of, or reliance on, any information, documents, projections, forecasts or other material made available in law certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in equityconnection with, the transactions contemplated by this Agreement, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates(ii) to any party to this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim based on, in respect of, or by reason of this Agreementof, the Related Documents sale and purchase of the Company or their negotiation XX Xxxxxxx, 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 and agree Persons; provided, however, that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing nothing in this Section 8.16 10.17 shall prevent claims (x) against a Unitholder, XX Xxxxxxx Seller or LCP VII for Fraud committed by any such Unitholder, XX Xxxxxxx Seller or LCP VII, as applicable, or (y) pursuant to other Contracts between the Parties or such Persons; provided, further, that nothing in this Section 10.17 shall in any way expand limit or modify the circumstances rights and obligations of any Debt Financing Source’s obligations to Purchaser under the Debt Financing Commitments. The Company, on behalf of itself and its Affiliates, agrees that the Financing Sources shall be subject to no liability or claims by the Company or its Affiliates (other than the Purchaser and its pre-Closing Affiliates), whether at law, or equity, in which Parent may be liable under contract, in tort or otherwise, relating to or arising out of this Agreement or as a result of the Transactions (including as a result Agreement, any breach of the Debt Financing)Financing Commitments or in connection with the Debt Financing or the performance of services by the Financing Sources with respect to the foregoing. In no event shall the Company be entitled to seek the remedy of specific performance of this Agreement against the Financing Sources.

Non-Recourse. All Legal Actions The Company (i) agrees, both for itself and its shareholders and Affiliates, that except to the extent expressly set forth in any Debt Commitment Letter or any agreement effecting any Rollover Share Transfers, all 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 Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents Agreement or as an inducement to enter into this Agreement or the Related Documents) Agreement), may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In Parent and Merger Sub, and 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 Agreement or the Related DocumentsAgreement, including without limitation any past, present or future director, officer, employee, incorporator, member, manager, partner, stockholderequityholder, Affiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement Parent, Merger Sub or any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party Rollover Shareholder (other than Parent) (“Non-Party AffiliatesEntities”), 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 Parent or Merger Sub 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 (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, the Related Documents Agreement or their its negotiation or execution; , and each party hereto or thereto the Company waives and releases all such liabilitiesLiabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge Entities, (ii) waives any and agree that all claims and causes of action against the Financing Sources relating to or arising out of this Agreement, the Debt Commitment Letters, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise and (iii) agrees not to commence any action or proceeding against any Financing Source in connection with this Agreement, the Debt Commitment Letters, the Debt Financing, the definitive financing agreements or in respect of any other document or theory of law or equity and agrees to cause any such action or proceeding asserted by any Person in connection with this Agreement, the Debt Commitment Letters, the Debt Financing, the definitive financing agreements or in respect of any other document or theory of law or equity against any Financing Source to be dismissed or otherwise terminated.. Non-Party Affiliates Entities are expressly intended third-as third party beneficiaries of this Section 8.16. Nothing in provision of this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)Agreement.

Non-Recourse. All Legal Actions 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 Related Documents Ancillary Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Ancillary Documents (including any representation or warranty made in or in connection with this Agreement, Agreement or the Related Ancillary Documents or as an inducement to enter into this Agreement or the Related 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. 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 Agreement or the Related 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 of any named party to this Agreement that is not itself a named party to this Agreement or any representative of the Related Documents, including, for the avoidance of doubt, any Lender Related Party foregoing (“Non-Party Affiliates”), shall 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 liability of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement for any Liabilities obligations or liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document (which, for as the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that case may be asserted by the parties thereto), the Related Documents be) or for any claim based on, in respect of, or by reason of this Agreement, Agreement or such other Ancillary Document (as the Related Documents case may be) or their 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 Section 8.16provision of this Agreement. Nothing in Notwithstanding the foregoing, this Section 8.16 10.19 shall in no way limit Buyer’s recourse against any way expand Person in the circumstances in which Parent may be liable under this Agreement or as a result case of the Transactions (including as a result of the Debt Financing).Fraud. * * * * *

Non-Recourse. All Legal Actions (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 of, or relate related 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 Agreementtransactions contemplated hereby may only be brought against, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against the Persons entities that are expressly identified named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past, present 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 Agreement or the Related Documents, including any future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor or Representative representative or Affiliate of any named party hereto and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, the NESCO Owner, Acquiror, Merger Sub, Intermediate Holdings or New HoldCo under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary herein, the Company agrees on behalf of itself and its Affiliates and Representatives that is not itself a named party none of the Debt Financing Sources shall have any liability or obligation to the Company or any of its Affiliates or Representatives relating 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 (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 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, the Related Documents or 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions transactions contemplated herein (including as a result of the Debt Financing). This Section 12.15 is intended to benefit and may be enforced by the Debt Financing Sources and shall be binding on all successors and assigns of the Company.

Non-Recourse. All Legal Actions From and after the Closing, (i) all 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 other Transaction Agreements, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents other Transaction Agreements (including any representation or warranty made in or in connection with this Agreement, Agreement or the Related Documents other Transaction Agreements or as an inducement to enter into this Agreement or the Related Documents) other Transaction Agreements), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or and thereto. In , and (ii) 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 Agreement or the Related Documentsother Transaction Agreements, 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 any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party other Transaction Agreements (“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 Liabilities obligations or liabilities arising under, in connection with or related to this Agreement or such other Transaction Agreement (which, for as the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that case may be asserted by the parties thereto), the Related Documents be) or for any claim based on, in respect of, or by reason of this Agreement, Agreement or such other Transaction Agreement (as the Related Documents case may be) or their the negotiation or executionexecution hereof or thereof; 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 expressly intended third-as third party beneficiaries of this Section 8.16provision of this Agreement. Nothing in Notwithstanding the foregoing, the provisions of this Section 8.16 10.12 shall in any way expand not apply the circumstances in which Parent may be liable under definition of “Sellers” and the use of that term throughout this Agreement or as a result of the Transactions (including as a result of the Debt Financing)and any other Transaction Agreement.

Non-Recourse. All Legal Actions Except as set forth in the Confidentiality Agreement, (whether in Contract or in tort, in law or in equitya) that this Agreement may be enforced only against, and any Proceeding based upon, arise arising out of of, or relate related 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 Agreementtransactions contemplated hereby may be brought only against, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against the Persons entities that are expressly identified named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to such Party and (b) with respect to each Party, no past, present 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 Agreement or the Related Documents, including any future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor, lender or Representative representative of any such 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 (whether in Contract contract or tort, at law or in equity or otherwise, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such named Party or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. The provisions of this Section 10.16 are intended to be for the benefit of, and enforceable by the Affiliates, officers, directors, employees, incorporators, members, partners, stockholders, agents, attorneys and other representatives referenced in this Section 10.16 and each such Person shall be a third party beneficiary of this Section 10.16. Notwithstanding anything herein to the contrary, no Lender or Lender Related Party shall have any Liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliatesaffiliates) to the Acquired Companies, GB Holdco, the Representative or any party to this Agreement Company Representative for any Liabilities obligations or 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 this Agreement or for any claim based on, in respect of, or by reason of the Debt Financing or this AgreementAgreement or the negotiation, the Related Documents execution or their negotiation or executionperformance thereof; and each party hereto or thereto Company Representative 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 8.16. Nothing in this Section 8.16 shall in Lender or any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)Lender Related Party.

Non-Recourse. All Legal Actions 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 or the Related Documents Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents Agreement or as an inducement to enter into this Agreement or the Related Documents) Agreement), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or thereto. In no event shall any named party in the introduction to this Agreement (or the Related Documents have any shared their respective successors or vicarious Liability for the actions or omissions of any other Person other than as provided in Section 8.17assignees). No Person person who is not a named party to this Agreement or the Related DocumentsAgreement, 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 or any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”)Agreement, 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 Liabilities obligations or 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, the Related Documents Agreement or their 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 8.16. Nothing in this Section 8.16 4.14, (i) “Purchaser Related Party” shall in mean the Purchaser and each of its former, current or future general or limited partners, parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and their present and former directors, officers, members, employees, agents, attorneys, representatives, successors, beneficiaries, heirs and assigns and (ii) “Blackstone Related Party” shall mean each Seller, and any way expand the circumstances in which Parent may be liable under this Agreement of their respective former, current, or as a result of the Transactions (including as a result of the Debt Financing)future general or limited partners, stockholders, managers, members, directors, officers, affiliates, employees, agents, attorneys or other representatives, successors, beneficiaries, heirs and assigns.

Non-Recourse. All Legal Actions Notwithstanding anything to the contrary contained herein or otherwise, this Agreement may only be enforced against, and any claims or causes of action (whether in 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 Related Documents Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreementtransactions contemplated hereby, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may only be made by any party hereto only against the entities and Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement in their capacities as such and no former, current or the Related Documents have future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of either party hereto, or any shared former, current or vicarious Liability for the actions future direct or omissions of any other Person other than as provided in Section 8.17. No Person who is not a named party to this Agreement or the Related Documentsindirect stockholder, including any 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 “Non- Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), shall have any Liability claim (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 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, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of either party against the other party hereto, in no event shall either party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this AgreementAgreement against, the Related Documents or their 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-Party AffiliatesRecourse Party, in each case, whether in tort, contract or otherwise. The parties acknowledge and agree that For clarity, none of the BD Subsidiaries constitute a Non-Recourse Party Affiliates are intended third-party beneficiaries of and, as such, recourse may be sought by Purchaser against the relevant BD Subsidiaries in accordance with this Section 8.16Agreement. Nothing in this Section 8.16 12.17 shall in limit any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing).claim for Fraud brought against either party based on such party’s Fraud. 12.18

Non-Recourse. All Legal Actions Claims or causes of action (whether in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the Related Documents Ancillary Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Ancillary Documents (including any representation or warranty made in or in connection with this Agreement, Agreement or the Related Ancillary Documents or as an inducement to enter into this Agreement or the Related Ancillary Documents) ), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or and thereto. In Except in the case of Fraud committed by a party, 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 Agreement or the Related Ancillary Documents, including any directorpast, officer, employee, present or future incorporator, member, partner, stockholder, Affiliateequityholder, 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 Ancillary Documents (“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 Liabilities obligations or liabilities arising under, in connection with or related to this Agreement or such Ancillary Documents (which, for as the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that case may be asserted by the parties thereto), the Related Documents be) or for any claim based on, in respect of, or by reason of this Agreement, Agreement or such Ancillary Documents (as the Related Documents case may be) or their the negotiation or execution; execution hereof or thereof, and each party hereto or thereto waives and releases all such liabilities, claims and obligations liabilities against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are expressly intended as third-party beneficiaries of this Section 8.16provision of this Agreement. Nothing Notwithstanding anything to the contrary in this Section 8.16 11.17, nothing in this Section 11.17 shall in be deemed to limit any way expand liabilities of the circumstances in which Parent may be liable Guarantor under this Agreement Article 12 (or limit any remedies available to the Company or Blocker Corp thereunder or with respect thereto) or serve as a result waiver of any right on the part of the Transactions (including as a result of the Debt Financing)Company or Blocker Corp to initiate any Claims permitted pursuant to, and in accordance with Article 12.

Non-Recourse. (a) All Legal Actions Claims (whether in Contract contract or in tort, in at law or in equity) that may be based upon, arise out of or relate to this Agreement or the Related Documents other Ancillary Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related other Ancillary Documents (including any representation or warranty made in or in connection with this Agreement, Agreement or the Related other Ancillary Documents or as an inducement to enter into this Agreement or the Related 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 and that are signatories hereto and thereto. In no event shall any Except to the extent named as a party and 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 extent a named party to this Agreement 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 signatory to this Agreement or any other Ancillary Document (then only to the extent of the Related Documentsspecific obligations of such parties set forth in this Agreement or such other Ancillary Document), including, for the avoidance of doubt, any Lender no Purchaser Related Party (“Non-or Seller Related 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 Affiliatesaffiliates) to any party to this Agreement for any obligations or 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 such other Ancillary Document or any transactions contemplated hereby or thereby or for any claim based on, in respect of, or by reason of this AgreementAgreement or such other Ancillary Document (as the case may be), the Related Documents transactions contemplated hereby and thereby or their 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-Purchaser Related Party Affiliatesor Seller Related Party. The parties acknowledge Purchaser Related Parties and agree that the Non-Party Affiliates Seller Related Parties are expressly intended as third-party beneficiaries of this Section 8.16. Nothing in provision of this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)‎Section 10.17.

Non-Recourse. All Legal Actions 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 Related Documents or the negotiationother transaction documents to which Sellers are party, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against (and are expressly limited to) the Persons that are expressly identified as parties hereto or theretothereto (the “Contracting Parties”). In no event shall any named party to this Agreement or the Related Documents Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person other than as provided in Section 8.17Person. No Person who is not a named party to this Agreement or the Related DocumentsContracting 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 any of the Debt Financing Source Related Documents, including, for the avoidance of doubtParty to, any Lender Related Contracting Party (other than another Contracting Party) (“Non-Party Affiliates”), shall have any 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 of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related in any manner to this Agreement (which, for or 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 Ancillary Agreements or for any claim based on, in respect of, or by reason of this Agreement, Agreement or the Related Documents Ancillary Agreements or their negotiation negotiation, execution, performance or executionbreach; 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 8.1610.7. 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 (including this Section 8.16 shall in any way expand 10.7) will limit the circumstances in which Parent may be liable under this Agreement or as a result rights of the Transactions parties to the Equity Commitment Letters (including or the Company as a result an intended third party beneficiary of the Debt Financing)Equity Commitment Letters to the extent set forth therein) but subject to the terms and conditions thereof.

Non-Recourse. All Legal Actions (whether in Contract or in tort, in law or in equity) that This Agreement may be enforced only against, and any claim or cause of action based upon, arise arising out of of, or relate related to this Agreement or the Related Documents Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection transactions contemplated hereby, may be brought only against, the entities that are expressly named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. With respect to each named Party to this Agreement, except in the Related Documents case of Fraud, no past, present or as an inducement to enter into this Agreement 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 Agreement or the Related Documents, including any future director, officer, employee, incorporator, member, manager, general or limited partner, stockholder, Affiliate, agent, attorney attorney, advisor, financing source or Representative representative or Affiliate of any named party to this Agreement that is not itself a named party to this Agreement or any of the Related Documentsforegoing Persons (each, including, for the avoidance of doubt, any Lender Related Party (a “Non-Party AffiliatesRecourse Party”), ) shall have any Liability liability (whether in Contract contract, tort 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 Liabilities arising underone or more of the representations, in connection with warranties, covenants, agreements or related to this Agreement (which, for the avoidance other obligations or liabilities of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents such named Party or for any claim based on, in respect arising out of, or by reason of related to this Agreement, or the Related Documents negotiation, execution or their negotiation performance of this Agreement or execution; and each the transactions contemplated hereby. Without limiting the rights of any Party against the other Parties to this Agreement, 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 (except in the case of Fraud) seek to recover monetary damages from, any Non-Recourse Party. Without limiting the generality of the foregoing, in no event shall any party hereto be entitled to enforce this Agreement against, or thereto waives and releases all such liabilitiesraise any action, claims and obligations claim, cause of action, suit, inquire, proceeding or investigation against any such Non-Party Affiliates. The parties acknowledge and agree the Debt Financing Sources arising out of or related to the transactions contemplated hereby, the Debt Financing or the performances of the services with respect thereto); provided that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing nothing in this Section 8.16 9.18 shall in any way expand limit or qualify the circumstances in which Parent may be liable under this Agreement or as a result obligations and liabilities of the Transactions (including as a result of parties to the Debt Financing)Commitment Letter to each other thereunder or in connection therewith.

Non-Recourse. All Legal Actions 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 or the Related Documents Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents Agreement or as an inducement to enter into this Agreement or the Related Documents) Agreement), may be made by any party hereto only against the Persons that are expressly identified as parties hereto or theretohereto. In Each party hereby acknowledges and agrees that no event shall any named party to recourse under this Agreement or the Related Documents have any shared documents or vicarious Liability for the actions or omissions of any other Person other than as provided instruments delivered in Section 8.17. No Person who is not a named party to connection with this Agreement shall be had against, and no personal liability shall attach to, the former, current or future direct or indirect equityholders, directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners or assignees of the Related DocumentsSeller or any former, including any 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 or any of the Related Documentsforegoing (collectively (but not including the Company), including, for the avoidance of doubt, any Lender Related Party (“Non-Party Seller Affiliates”), shall have through the Seller or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of the Purchaser against any Liability (whether in Contract Seller Affiliate 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 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, the Related Documents or their negotiation or execution; otherwise and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party AffiliatesSeller Affiliate. The parties acknowledge and agree In the event that the Non-Party Affiliates are intended third-party beneficiaries any provision of this Section 8.16. Nothing in this Section 8.16 Agreement provides that a party hereto shall in cause its Affiliates and/or representatives to take any way expand the circumstances in which Parent may action (or refrain from taking any action) or otherwise purports to be binding on such party’s Affiliates and/or representatives, such party shall be liable under this Agreement for any breach of such provision by any such Affiliate or as a result of the Transactions (including as a result of the Debt Financing)representative.

Non-Recourse. All Legal Actions This Agreement may only be enforced against, and any claim, obligation, liability or cause of action (whether in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against 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 Agreement 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 (whether in Contract contract or in tort, in law or in equity, or granted by statute) based upon upon, in respect of, arising under, out or by reason of, be connected with, or related in any theory manner to this Agreement or the transactions contemplated hereby may only be brought against the entities that seeks are expressly named as parties hereto in the preamble to impose Liability of an entity party against its owners or Affiliates) this Agreement, and then only with respect to any the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement for (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, lender, attorney, advisor or representative, or any Liabilities arising underof their respective assignees or successors, in connection with or related of any named party to this Agreement and (whichb) no past, for present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, attorney, lender, advisor or representative, or any of their respective assignees or successors, of any of the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto)foregoing (collectively, the Related Documents “Non-Recourse Parties”) shall have any liability (whether in contract, tort, law, equity, granted by statute or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, SPAC, Pubco or Merger Sub under this Agreement of or for any claim or cause of action based on, in respect of, arising under, out or by reason of of, be connected with, or related in any manner to this Agreement, any Ancillary Agreements or the Related Documents transactions contemplated hereby or their negotiation or execution; thereby. To the maximum extent permitted by applicable Law, each of the entities expressly named as parties hereto, on behalf of itself and each party hereto or thereto its controlled Affiliates, hereby waives and releases all such liabilities, claims claims, causes of action, and obligations against any such Non-Party AffiliatesRecourse Party. The parties acknowledge and agree that Notwithstanding anything to the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing contrary contained herein, nothing in this Section 8.16 11.14 shall in limit any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result rights of the Debt Financing)parties to the Ancillary Agreements to enforce, or to bring any claim or cause of action based upon, arising out of or related to, any Ancillary Agreement against Non-Recourse Party to the extent such Non-Recourse Party is a party to such Ancillary Agreement.

Non-Recourse. All Legal Actions 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 Related Documents transactions contemplated hereby or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents any Ancillary Document (including any representation or warranty made in or in connection with this Agreement, the Related Documents or as an inducement to enter into this Agreement or the Related 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. In no event shall any named party , as applicable, and then only with respect to this Agreement or the Related Documents have any shared or vicarious Liability for specific obligations set forth herein and therein with respect to such party, and subject to the actions or omissions of any other Person other than limitations contained herein and therein (as provided in Section 8.17applicable). No Person who is not a named party to this Agreement or the Related DocumentsPerson, 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 any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party such Ancillary Document (“Non-Party Affiliates”), shall have any Liability (whether in Contract or in contract, tort, in law equity or in equityotherwise, 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 Liabilities arising underone or more of the representations, in connection with warranties, covenants, agreements or related to other obligations or liabilities of any one or more of parties under this Agreement Agreement, any Ancillary Document or any (which, whether for the avoidance indemnification or otherwise) 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 arising out of, or by reason of related to this Agreement, any Ancillary Document or any of the Related Documents transactions contemplated hereby or their negotiation thereby except to the extent expressly set forth in this Agreement 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)11.16.

Non-Recourse. All Legal Actions 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 Related Documents other Ancillary Agreements, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents other Ancillary Agreements (including any representation or warranty made in or in connection with this Agreement, Agreement or the Related Documents other Ancillary Agreements or as an inducement to enter into this Agreement or the Related Documents) other Ancillary Agreements), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or and 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 Agreement or the Related DocumentsAgreement, 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 any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party other Ancillary Agreements (“Non-Party Affiliates”), shall 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 liability of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement for any Liabilities obligations or liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document (which, for as the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that case may be asserted by the parties thereto), the Related Documents be) or for any claim based on, in respect of, or by reason of this Agreement, Agreement or such other Ancillary Document (as the Related Documents case may be) or their the negotiation or executionexecution hereof or thereof; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge Company and agree that any person or entity acting on behalf of the Company hereby waives and releases all of the Non-Party Affiliates of the Seller and of the Seller’s Affiliates from any liabilities, claims and obligation arising from any action or omission by such Non-Party Affiliate taken before the Closing. Non-Party Affiliates are expressly intended third-as third party beneficiaries of this Section 8.16provision of this Agreement. Nothing Notwithstanding anything in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result in any related agreement to the contrary, none of the Transactions (including as a result Seller Related Parties shall have any rights or claims against any Financing Party in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and no Financing Party shall have any rights or claims against any Seller Related Party in connection with this 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 the Closing Date, the foregoing shall not limit the rights of the Financing Parties under any commitment letter or other definitive documentation related to the Debt Financing).

Non-Recourse. All Legal Actions Notwithstanding anything to the contrary contained herein, this Agreement may only be enforced against, and any claims or causes of action based upon, arising out of or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be made against, the Parties (and the Company Group with respect to Section 7.19). Other than the Parties, no past, present or future incorporator, member, stockholder, partner, Affiliate or Representative of Seller or Purchaser, or any of their respective Affiliates or Representatives (collectively, the “Non-Contract Persons”), shall have any liability or obligation for any Liabilities (whether in Contract contract or in tort, in law or in equity, or granted by statute) of Seller or Purchaser, as applicable, for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the Ancillary Agreements or based on, in respect of, or by reason of this Agreement or the Ancillary Agreements or their negotiation, execution, performance, or breach; and, to the maximum extent permitted by law, each Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such other Non-Contract Person; provided, that, for the avoidance of doubt, in no event shall the foregoing be deemed to limit the liability or obligation of any Non-Contract Person under any Ancillary Agreement to which such Non-Contract Person is a party or any other Surviving Arrangement to which such Non-Contract Person is a party. In no event will Seller, its Affiliates and each of their (and their respective Affiliates’) stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from any Debt Financing Source Related Party, or seek to enforce the commitments against, make any claims for breach of the commitments contained in the Debt Commitment Letter against, or seek to recover monetary damages from, or otherwise bring any claim, cause of action, action, cross-claim or third-party claim of any kind or description whether in law or in equity, whether in tort, contract or otherwise, against, any Debt Financing Source Related Party for any reason, in each case to the extent based upon, arising out of or related to this Agreement, the Debt Commitment Letter, the definitive documentation for the Debt Financing, the Debt Financing or the transactions contemplated hereby or thereby. Seller, its Affiliates and each of their (and their respective Affiliates’) stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives hereby waives any and all claims and causes of action, whether in law or equity, whether in tort, contract or otherwise, against the Debt Financing Source Related Parties 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, the Related Documents or as an inducement to enter into this Agreement Debt Commitment Letter, the definitive documentation for the Debt Financing, the Debt Financing or the Related Documents) may be made by any party hereto only transactions contemplated hereby or thereby; provided, that nothing in this Section 10.10 will limit Purchaser’s rights 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 Agreement 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 (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 Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising Debt Financing Sources under the Debt Financing that may be asserted by Commitment Letter and the parties thereto), the Related Documents or definitive documentation for any claim based on, in respect of, or by reason of this Agreement, the Related Documents or 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing). No Debt Financing Source Related Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature.

Non-Recourse. (a) All Legal Actions Claims (whether in Contract contract or in tort, in at law or in equity) that may be based upon, arise out of or relate to this Agreement or the Related Documents other Ancillary Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related other Ancillary Documents (including any representation or warranty made in or in connection with this Agreement, Agreement or the Related other Ancillary Documents or as an inducement to enter into this Agreement or the Related 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 and that are signatories hereto and thereto. In no event shall any Except to the extent named as a party and 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 extent a named party to this Agreement 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 signatory to this Agreement or any other Ancillary Document (then only to the extent of the Related Documentsspecific obligations of such parties set forth in this Agreement or such other Ancillary Document), including, for the avoidance of doubt, any Lender no Purchaser Related Party (“Non-or Seller Related 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 (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 such other Ancillary Document or any transactions contemplated hereby or thereby or for any claim based on, in respect of, or by reason of this AgreementAgreement or such other Ancillary Document (as the case may be), the Related Documents transactions contemplated hereby and thereby or their 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-Purchaser Related Party Affiliatesor Seller Related Party. The parties acknowledge Purchaser Related Parties and agree that the Non-Party Affiliates Seller Related Parties are expressly intended as third-party beneficiaries of this Section 8.16. Nothing in provision of this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)10.17.

Non-Recourse. All Legal Actions (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 out upon a breach 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, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may only be made by any party hereto only against brought against, the Persons that are expressly identified named as parties hereto or theretohereto, and then only to the extent set forth herein. In no event shall any named party Except 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 extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by each such named party in this Agreement and not otherwise), no past, present or the Related Documents, including any future director, officer, employee, incorporator, member, partner, stockholder, Financing Source, Financing Source Party, Affiliate, agent, attorney attorney, advisor or Representative representative or Affiliate of any named party to of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent or Merger Sub under this Agreement that is not itself a named party (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 9.12, nothing in this Section 9.12 shall in any of the Related Documents, including, way limit or modify Parent’s rights with respect to any claims for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), Fraud. No Financing Sources or Financing Source Parties 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 Affiliates) to any party to this Agreement for any Liabilities obligations or liabilities arising under, in connection with or related to this Agreement or any other agreement executed in connection herewith or therewith (which, for as the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that case may be asserted by the parties thereto), the Related Documents be) or for any claim based on, in respect of, or by reason of this Agreement, Agreement or such other agreement (as the Related Documents case may be) or their the transactions contemplated hereby or thereby or the negotiation or execution; execution hereof or thereof, and each party hereto or thereto such Person waives and releases all such liabilities, claims and obligations against any such Non-Party AffiliatesFinancing Source or Financing Source Party. The parties acknowledge Financing Sources and agree that the Non-Party Affiliates Financing Source Parties are expressly intended third-as third party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)9.12.

Non-Recourse. All Legal Actions 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) 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, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against 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 Agreement 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 (whether in Contract or in tort, in law or in equity, or granted by statue) 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 Liabilities upon, arising underout of, in connection with or related to this Agreement (whichincluding any representation or warranty made in, for in connection with, or as an inducement to, this Agreement), or the avoidance negotiation, execution or performance of doubtthis Agreement, may only be brought against the entities that are expressly named as parties hereto and only with respect to the specific obligations set forth herein. No past, present or future director, officer, employee, incorporator, manager, member, partner, shareholder, Affiliate, agent, attorney or other representative of any party hereto of or any Affiliate of any party 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, “Nonparty Affiliates”), shall not include those Liabilities arising have any liability (whether in contract or tort, in law or in equity, or granted by statute) for any obligations or liabilities of any party hereto under the Debt Financing that may be asserted by the parties thereto), the Related Documents this Agreement or for any claim or Action based on, in respect of, of or by reason of this Agreementthe transactions contemplated hereby, and, to the Related Documents or their negotiation or execution; 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 8.16Agreement or any representation or warranty made in, in connection with or as an inducement to this Agreement. Nothing in this Section 8.16 Notwithstanding anything herein to the contrary, (i) nothing herein shall in affect any way expand the circumstances in which Parent may be liable rights of a Buyer Party under any Non-Compete Agreement, (ii) nothing herein shall affect any rights of a Buyer Party against any Person (including a Nonparty Affiliate) with respect to any liability, 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 affect any rights of a Buyer Party against any Person in respect of fraud (or as a result of the Transactions (including as a result of the Debt Financing)ability to demonstrate any element thereof) by such Person.

Non-Recourse. All Legal Actions 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 any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this AgreementAgreement or any other document, the Related Documents certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement or and the Related Documentsother documents delivered pursuant hereto) may be made by any party hereto only against the Persons persons that are expressly identified as parties Parties hereto or thereto. In no event shall any named party Party to this Agreement or the Related Documents other documents delivered pursuant hereto have any shared or vicarious Liability liability for the actions or omissions of any other Person other than as provided in Section 8.17person. No Person person who is not a named party to this Agreement or the Related Documentsother documents delivered pursuant hereto, including without limitation any director, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney or Representative 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 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 Liabilities obligations or liabilities arising under, in connection with or related to this Agreement (whichor any other document, 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 certificate or instrument delivered pursuant hereto or for any claim based on, in respect of, or by reason of this AgreementAgreement or any other document, the Related Documents certificate or their instrument delivered pursuant hereto or its negotiation or execution; and each party Party hereto or thereto waives and releases all such liabilities, 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)8.05.

Non-Recourse. All Legal Actions Each Party agrees that all claims or causes of action (whether in Contract based on contract, equity, tort or in tort, in law or in equityany other theory) that may be based upon, arise out of or relate to this Agreement or the Related Documents negotiation execution or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against the Persons that persons who are expressly identified as parties hereto or thereto. In no event shall any named party Parties to this Agreement or the Related Documents have any shared or vicarious Liability (including for the actions avoidance of doubt, Purchaser Direct Parent, Seller Parent, and, with respect to claims arising out of or omissions of any other Person other than as provided in relating to Section 8.175.16 or Section 5.18, Parent) or parties to the Guaranty. No Person who is not a named party to this Agreement 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”), Guaranty shall have any Liability liability (whether in Contract or in tortbased on contract, in law or in equity, tort or based upon any other theory that seeks to impose Liability liability of an entity party against its owners owners, representatives, agents or Affiliates) to any party to this Agreement Affiliates for any Liabilities obligations or 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, the Related Documents or their its negotiation or execution; . The Parties waive and each party hereto or thereto waives and releases release all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree Person who is not a named party to this Agreement or the Guaranty; provided that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing nothing in this Section 8.16 11.16 shall in affect the rights of any way expand party hereto under the circumstances in Ancillary Agreements which Parent may be liable under shall remain subject to the terms thereof. Notwithstanding anything to the contrary contained herein, the Seller agrees, on behalf of itself, its Subsidiaries and the Commercial Air Group, that none of the Debt Financing Sources shall have any liability or obligation to the Seller, any of its Subsidiaries or the Commercial Air Group relating to this Agreement or as a result any of the Transactions transactions contemplated herein (including as a result the Debt Financing or any Alternative Financing). This Section 11.16 is intended to benefit and may be enforced by the Debt Financing Sources and shall be binding on all successors and assigns of the Debt Financing)Seller, its Subsidiaries and the Commercial Air Group.

Non-Recourse. All Legal Actions Actions, 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 the Related Documents Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in, in connection with this Agreementwith, the Related Documents or as an inducement to enter into to, this Agreement or the Related Documents) Agreement), may be made by any party hereto against only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party Parties to this Agreement or (the Related Documents have any shared or vicarious Liability for “Contracting Parties”). Other than in the actions or omissions case of any other Person other than as provided in Section 8.17. No fraud, no Person who is not a named party to this Agreement or the Related DocumentsContracting Party, including any current, former or future director, officer, employee, consultant, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney attorney, representative or Representative of assignee of, and any named party to this Agreement that is not itself a named party to this Agreement financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, consultant, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of the Related Documentsforegoing (collectively, including, for the avoidance of doubt, any Lender Related Party (“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 claims, causes of action or Liabilities arising under, out of, in connection with with, or related in any manner 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 AgreementAgreement or its negotiation, execution, performance or breach, and, to the Related Documents or their negotiation or execution; and maximum extent permitted by Law, each party hereto or thereto Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims claims, causes of action and obligations against any such Non-Party Nonparty Affiliates. The parties acknowledge Without limiting the foregoing, to the maximum extent permitted by Law, (a) other than in the case of fraud, each Contracting Party hereby waives and 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 or otherwise impose Liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates are intended third-party beneficiaries with respect to the performance of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or any representation or warranty made in, in connection with or as a result of the Transactions (including as a result of the Debt Financing)an inducement to this Agreement.

Non-Recourse. All Legal Actions 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 any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this AgreementAgreement or any other document, the Related Documents certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement or and the Related Documentsother 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 Party to this Agreement or the Related Documents other documents delivered pursuant hereto have any shared or vicarious Liability liability for the actions or omissions of any other Person other than as provided in Section 8.17(except to the extent set forth therein). No Person who is not a named party Party to this Agreement or the Related Documentsother 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 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 (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 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 (whichor any other document, 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 certificate or instrument delivered pursuant hereto or for any claim based on, in respect of, or by reason of this AgreementAgreement or any other document, certificate or instrument delivered pursuant hereto (except to the Related Documents extent set forth therein) or their 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)9.8.

Non-Recourse. All Legal Actions Except as expressly set forth in the Confidentiality Agreement or the Transaction Documents, all causes of action or Proceedings (whether in Contract contract or in tort, in law equity or in equityat Law, 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 Related Documents Agreement, or the negotiation, preparation, execution, delivery, performance or non-performance breach of this Agreement or the Related Documents (including any representation or warranty made in or in, in connection with this Agreementwith, the Related Documents or as an inducement to enter into to, this Agreement or the Related Documents) Agreement), may be made by any party hereto brought only against (and are those solely of) the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to Parties in the preamble of 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(each, a “Contracting Party”). No Person who is not a named party to this Agreement or the Related DocumentsContracting Party, including any directorpast, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney present or future direct or indirect equity holder or Representative of such Contracting Party or any named party to this Agreement that is not itself a named party to this Agreement or Representative of any of the Related Documents, including, for foregoing (the avoidance of doubt, any Lender Related Party (“Non-Party AffiliatesRecourse Party”), shall have any Liability or other obligation (whether in Contract contract or in tort, in law equity or in equityat Law, or based upon granted by statute) for any theory that seeks to impose Liability cause of an entity party against its owners action or Affiliates) to Proceeding arising under, out of, in connection with, or related in any party manner to this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim based on, in respect of, or by reason of this AgreementAgreement or its negotiation, preparation, execution, delivery, performance, or breach (except as expressly set forth in the Related Documents Confidentiality Agreement or their negotiation or executionthe Transaction Documents); and and, to the maximum extent permitted by applicable Law, each party hereto or thereto waives Contracting Party xxxxxx xxxxxx and releases all such liabilities, claims causes of action and obligations Proceedings against any such Non-Recourse Party. Without limiting the generality of the foregoing, to the maximum extent permitted by applicable Law, (a) each Contracting Party Affiliates. The parties acknowledge hereby waives and agree 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 Contracting Party or otherwise impose Liability or other obligation of any Contracting Party 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 (b) each Contracting Party Affiliates are intended thirddisclaims any reliance upon any Non-party beneficiaries Recourse Party with respect to the performance of this Section 8.16Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Nothing Notwithstanding the foregoing, nothing in this Section 8.16 9.14 shall in waive or release any way expand Liability, obligation, cause of action or Proceeding under, or preclude any party to the circumstances in which Parent may be liable under this Confidentiality Agreement or as a result of any Transaction Document from making any claim under, the Transactions Confidentiality Agreement or any Transaction Documents, to the extent permitted therein and pursuant to the terms thereof (including as a result of and subject to the Debt Financingapplicable limitations set forth therein).

Non-Recourse. All Legal Actions (whether in Contract This Agreement may only be enforced against, and any claim, action or in tort, in law or in equity) legal proceeding that may be based uponupon or under, arise out of or relate to this Agreement or the Related Documents Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may only be made by any party hereto only against the Persons entities that are expressly identified as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party; provided, that the foregoing shall not be deemed to limit any enforcement against, and any claim, action or theretolegal proceeding against the Investors under the Equity Commitment Letter or the Guarantee, in each case, pursuant to and in accordance with the terms thereof. In no event No Parent Related Party (other than Parent and Merger Sub to the extent set forth in this Agreement and the Investors to the extent set forth in the Equity Commitment Letter and the Guarantee) shall have any named liability for any obligations or liabilities of any party to hereto under this Agreement or the Related Documents have for 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 Agreement 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 Action (whether at law, in Contract or equity 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 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, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Notwithstanding anything to the contrary herein, the Company (on behalf of itself and the Company Non-Recourse Parties) agrees that (A) no Financing Source shall have any liability or obligation to the Company or any Company Non- Recourse Party relating to or arising out of this Agreement, the Related Documents Debt Commitment Letter, the Debt Financing or their negotiation the transactions contemplated herein and therein under any legal theory, whether sounding in law (whether for breach of contract, in tort or execution; otherwise) or in equity, and each party hereto (B) neither the Company nor any Company Non-Recourse Party shall be entitled to bring, and the Company shall cause all the Company Non-Recourse Parties not to bring, and shall in no event support, facilitate, encourage or thereto waives and releases all such liabilitiestake any action, claims and obligations suit or other legal proceeding of any nature (under any legal theory, whether sounding in law (whether for breach of contract, in tort or otherwise) or in equity) against any Financing Source with respect to, arising out of, relating to or in connection with, this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and the Company shall cause any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16action, suit or other legal proceeding to be dismissed with prejudice as promptly as practicable after such termination. Nothing in this Section 8.16 shall in 7.16, Section 6.5 or any way expand the circumstances in which Parent may be liable under other provision of this Agreement shall (i) limit the liability or obligations of the Financing Sources to Parent and its Affiliates (and its or their permitted successors and assigns, including the Company after giving effect to the Merger) under the Debt Commitment Letter or the definitive agreements related thereto or (ii) operate as a result waiver by Parent and its Affiliates (and its or their permitted successors and assigns, including the Company after giving effect to the Merger) of the Transactions (including as a result any claims, causes of the Debt Financing)action, obligations or losses arising thereunder or related thereto.

Non-Recourse. All Legal Actions claims or causes of action (whether in Contract contract or in tort, in law or in equity, by statute or otherwise) that may be based upon, arise out of or relate in any manner to this Agreement or the Related Documents other Transaction Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related other Transaction Documents (including any representation or warranty made in or in connection with this Agreement, Agreement or the Related other Transaction Documents or as an inducement to enter into this Agreement or the Related other Transaction Documents) ), may be made by any party hereto only against (and are expressly limited to) the Persons that are expressly identified as parties hereto or and 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 Agreement or the Related other Transaction Documents, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, equity holder, controlling person, 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 of the Related Documents, including, for other Transaction Documents (the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), shall have any Liability liability (whether in Contract contract or in tort, in law or in equity, by statute or otherwise, or based upon any theory that seeks to impose Liability liability of an entity party against its owners or Affiliates, including by or through theories of equity, agency, control, instrumentality, single business enterprise, piercing the veil or undercapitalization) to any party to this Agreement for any Liabilities obligations or liabilities arising under, in connection with or related to this Agreement or the other Transaction Documents (which, for as the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that case may be asserted by the parties thereto), the Related Documents be) or for any claim based on, in respect of, or by reason of this Agreement, Agreement or the Related other Transaction Documents (as the case may be) or their 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 Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)8.14.

Non-Recourse. All Legal Actions Notwithstanding anything that may be expressed or implied in this Agreement, (a) all claims or causes of action (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to “xxxxxx the corporate veil” or impose liability of an entity against its owners or Affiliates or otherwise) that may be based upon, arise out of or relate to this Agreement or the Related Documents any Ancillary Document, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents any Ancillary Document (including any representation or warranty made in or in connection with this Agreement, the Related Documents Agreement or as an inducement to enter into this Agreement or the Related Documents) any Ancillary Document), may be made by any party hereto only against (and subject to the Persons terms and conditions hereof or thereof) the entities that are expressly identified as parties hereto or thereto. In (including their successors and permitted assigns) and thereto and (b) 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 Agreement or the Related Documentsany Ancillary Document, including without limitation any past, present or future director, officer, employee, incorporator, member, manager, partner, stockholderequityholder, 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 of the Related Documents, including, for the avoidance of doubt, any Lender Related Party Ancillary Document (“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 “xxxxxx the corporate veil” or impose Liability liability of an entity party against its owners or AffiliatesAffiliates or otherwise) to any party to this Agreement for any Liabilities obligations or 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 any Ancillary Document or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents Agreement or their any Ancillary Document 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 expressly intended third-as third party beneficiaries of this Section 8.16. Nothing in provision of this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)Agreement.

Non-Recourse. All Legal Actions claims (whether in Contract or in tort, in law law, in equity or in equityotherwise) 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, the Related Documents Agreement or as an inducement to enter into this Agreement or the Related DocumentsAgreement) 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 8.17hereto. No Person who that is not a named party to this Agreement or the Related DocumentsAgreement, 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 law, in equity or in equityotherwise, 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 Liabilities obligations or 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, the Related Documents Agreement or their its negotiation or execution; and each party hereto or thereto waives and releases releases, on behalf of itself and its respective direct or indirect, former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates, Representatives or assignees, all such liabilities, claims and obligations against any such Non-Party Affiliates; it being understood that the foregoing shall not restrict any claims that the Company or Parent may assert pursuant to the terms and conditions of the Confidentiality Agreement. Nothing in this Section 8.15, (a) precludes the parties hereto from exercising any rights under this Agreement or any other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (b) limits the liability of any Non-Party Affiliates under any other Transaction Document to which they are specifically a party. This Section 8.15 is subject to, and does not alter the scope or application of, Section 8.15. The parties hereto acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)8.15.

Non-Recourse. All Legal Actions Except as set forth in any Ancillary Agreement (whether in Contract or in tortand then only with respect to the entities expressly named as parties therein and then only with respect to the specific obligations of such Party set forth therein), in law or in equity(a) that this Agreement and the Ancillary Agreements may be enforced only against, and any action, legal proceeding or claim based upon, arise arising out of or relate related to this Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents or as an inducement to enter into this Agreement Ancillary Agreements or the Related Documents) transactions contemplated hereby and thereby may be made by any party hereto brought only against against, the Persons entities that are expressly identified named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party and (b) with respect to each Party, no past, present 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 Agreement or the Related Documents, including any future director, officer, employee, incorporator, member, partner, stockholder, Affiliateshareholder, agent, attorney attorney, advisor, lender or Representative representative or affiliate of any such 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 contract or in tort, in at law or in equityequity or otherwise, or based upon any theory that seeks to impose Liability liability of an entity party Party against its owners or Affiliatesaffiliates) to any party to this Agreement for any Liabilities one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such named Party or for any action, legal proceeding or claim based on, arising under, in connection with out of or related to this Agreement (whichAgreement, the Ancillary Agreements or the transactions contemplated hereby and thereby. The provisions of this Section 10.15 are intended to be for the avoidance benefit of, and enforceable by the directors, officers, employees, incorporators, members, partners, stockholders, agents, attorneys, advisors, lenders and other representatives and affiliates referenced in this Section 10.15 and each such Person shall be a third-party beneficiary of doubt, this Section 10.15. Each Seller agrees that it shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto)have any claim of any kind ("Claim") to, or to any monies in, the Related Documents or for Trust Account, and hereby irrevocably waives any claim based on, in respect ofClaim to, or by reason to any monies in, the Trust Account that it may have now or in the future. In the event that the Sellers or any of them shall have any Claim against Hunter Maritime under this Agreement, the Related Documents MOAs or their negotiation any other Ancillary Agreement, such person or execution; entity shall pursue such Claim solely against Hunter Maritime and each party hereto or thereto waives its assets outside the Trust Account and releases all such liabilities, claims and obligations not against any such Non-Party Affiliates. The parties acknowledge and agree that property or monies in the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)Trust Account.

Non-Recourse. All Legal Actions (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 Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made implied in or in connection with this Agreement, except in the Related Documents case of Fraud, by its acceptance of the benefits of this Agreement, each of the parties hereto covenants, agrees and acknowledges that no Persons other than the parties hereto have any Liabilities, obligations, commitments (whether known or as an inducement to enter into this Agreement unknown or whether contingent or otherwise) hereunder, and that, notwithstanding that the Related Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In their respective managing members or general partners may be partnerships or limited liability companies, no event party hereto has any right of recovery under this Agreement, or any claim based on such Liabilities, obligations, commitments against, and no personal Liability shall any named party to this Agreement attach to, the former, current or the Related Documents have any shared future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or vicarious Liability for the actions general or omissions limited partners of any other Person other than as provided in Section 8.17. No Person who is not a named party to this Agreement of the parties hereto or the Related Documentsany former, including any 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 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 Related Documentsrepresentations, includingwarranties, for covenants or agreements of any party hereto set forth or contained in this Agreement. For the avoidance of doubt, any Lender Related Party (“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 Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, Section 11.17 shall not include those Liabilities arising under limit or restrict the Debt Financing that may be asserted by the parties thereto)rights, the Related Documents obligations or for enforceability of any claim based on, in respect of, or by reason of this Ancillary Agreement, the Related Documents or 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing).

Non-Recourse. All Legal Actions claims or causes of Litigation (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 Transaction Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Transaction Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents any other Transaction Document or as an inducement to enter into this Agreement or the Related Documentssuch 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 or the Related Transaction Documents have any shared or vicarious Liability liability for the actions or omissions of any other Person other than as provided in Section 8.17Person. No Person who is not a named party to this Agreement or the Related DocumentsTransaction Documents (including the Financing Sources), including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate (disregarding for purposes of this Section 9.13, the last sentence in the definition of “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 Transaction Documents (including the avoidance of doubt, any Lender Related Party Financing Sources) (“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 (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 Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Transaction Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party AffiliatesAffiliates (including the Financing Sources). The parties acknowledge and agree that the Non-Party Affiliates (including the Financing Sources) are intended third-party beneficiaries of this Section 8.169.13. Nothing herein shall modify, impact, limit or impair the rights of any party to the Debt Commitment Letter or any document as it relates to any claim or cause of Litigation (whether in this Section 8.16 shall Contract or in any way expand the circumstances tort, in which Parent law or in equity) that may be liable under this Agreement based on or as a result of relate to the Transactions (including as a result Debt Financing or the negotiation, execution, performance or non-performance of the Debt Commitment Letter or the Debt Financing).

Non-Recourse. All Legal Actions (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 the non-performance of this Agreement or the Related Documents Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this AgreementTransactions contemplated hereby, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) 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. In no event shall any named party to this Agreement future stockholders, equity holders, controlling persons, directors, officers, employees, general or the Related Documents have any shared limited partners, members, managers, agents or vicarious Liability for the actions or omissions Affiliates of any other Person other than as provided in Section 8.17. No Person who is not a named party to this Agreement hereto, or the Related Documentsany former, including any 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 a named party to this Agreement or any of the Related Documentsforegoing (each, including, for the avoidance of doubt, any Lender Related Party (a “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 liability for any Liabilities arising under, in connection with obligations or related to this Agreement (which, for liabilities of 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 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 AgreementAgreement against, the Related Documents or their 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(including any of the Sponsor Parties) under this Agreement. The parties acknowledge and agree that Nothing herein precludes the Parties or any Non-Party Affiliates Recourse Parties from exercising any rights, and nothing herein shall limit the liability or obligations of any Non-Recourse Party, in each case under the Voting Agreements, Stockholders Agreements or any other agreement to which they are intended third-specifically a party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)an express third party beneficiary thereof.

Non-Recourse. All Legal Actions (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 Related Documents any documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or instruments delivered in connection with this AgreementAgreement shall be had against any former, the Related Documents current or as an inducement to enter into this Agreement 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 Agreement or the Related Documents, 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 be a Non-Recourse Party of another TWG Equityholder other than in its role as a TWG Equityholder itself) (collectively, “Non-Recourse Parties”), as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that is not itself a named party to 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 any TWG Equityholder under 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 (whether in Contract documents 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 Liabilities arising under, instruments delivered 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, of or by reason of this Agreement, the Related Documents 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-as a third party beneficiaries beneficiary of the penultimate sentence of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)Section.

Non-Recourse. All Legal Actions 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 Related Transaction Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Transaction Documents (including any representation or warranty made in or in connection with this Agreement, the Related Transaction Documents or as an inducement to enter into this Agreement or the Related Transaction Documents) may be made by any party hereto or thereto or any third party beneficiary of any relevant provision hereof or thereof only against 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 Agreement or the Related Transaction 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 Transaction Documents and the avoidance of doubt, any Lender Related Party Debt Financing Sources (“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 Liabilities obligations or 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)Agreement, the Related Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Transaction Documents or 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; it being understood that the foregoing shall not restrict any claims that the Company may assert against the Investors, if, as and when required pursuant to the terms and conditions of the Limited Guarantee or the rights of the Company as an express third party beneficiary under the Equity Commitment Letter pursuant to the terms and conditions of the Equity Commitment Letter. Nothing in this Section 11.15 (i) precludes the parties or express third party beneficiaries from exercising any rights under this Agreement or any other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (ii) limits the liability or obligations of any Non-Party Affiliates under this Agreement or any other Transaction Document to which they are specifically a party. This Section 11.15 is subject to, and does not alter the scope or application of, Section 11.14. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.1611.15. Nothing in [The remainder of this Section 8.16 shall in any way expand page has been intentionally left blank; the circumstances in which Parent may be liable under this Agreement or as a result of next page is the Transactions (including as a result of the Debt Financing)signature page.]

Non-Recourse. All Legal Actions Except to the extent otherwise set forth in the other Transaction Documents, 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 Related Documents Agreement, or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in, in connection with this Agreementwith, the Related Documents or as an inducement to enter into to, this Agreement or the Related Documents) Agreement), may be made by any party the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party in the preamble 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“Contracting Parties”). No Person who is not a named party Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of, and any financial adviser, Financing Source or lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Related other Transaction Documents), including and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such Liabilities, claims, causes of action, and 117 obligations against any such Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no 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 any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), such Financing Source shall have any Liability (whether in Contract liability for any obligations or in tort, in law or in equity, or based upon any theory that seeks to impose Liability liabilities of an entity party against its owners or Affiliates) to any party to hereto under this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of this Agreement, the Related Documents (or 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 8.16. Nothing in this Section 8.16 shall in any way expand relating to), the circumstances transactions contemplated hereby, including any dispute arising out of or relating in which Parent may be liable under this Agreement any way to the Commitment Letter, the transactions contemplated thereby or as a result the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of the Transactions (including as a result their respective Affiliates, directors, officers, employees, agents and representatives or any of the Debt Financing)their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

Non-Recourse. All Legal claims, Actions or causes of action (whether in 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 the Related Ancillary Documents or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Ancillary Documents (including any representation or warranty made in or in connection with this Agreement, Agreement or the Related Ancillary Documents or as an inducement to enter into this Agreement or the Related Ancillary Documents) ), may be made by any party hereto only against the Persons entities that are expressly identified as Parties hereto and 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 Agreement or the Related Ancillary Documents, including any past, present or future director, manager, officer, employee, incorporator, member, partner (including any general or limited partner), stockholderdirect or indirect equityholders (including stockholders and optionholders), Affiliate, agent, attorney or Representative other representative of any named party to this Agreement that is not itself a named party Party to this Agreement or any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party other Ancillary Documents (“Non-Party Affiliates”), shall have any Liability (whether in 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 Affiliates) 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 (which, for as the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that case may be asserted by the parties thereto), the Related Documents be) or for any claim or Action based on, in respect of, or by reason of this Agreement, Agreement or such other Ancillary Document (as the Related Documents case may be) or their the negotiation or executionexecution hereof or thereof; and each party hereto or thereto Party waives and releases all such liabilitiesLiabilities, claims claims, obligations and obligations Actions 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 8.16provision of this Agreement. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing).107

Non-Recourse. All Legal Actions (whether in Contract a) Without limiting the rights of the Parties hereunder, 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 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 Agreementtransactions contemplated hereby may only be brought against, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against 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. In no event shall any named party Without limiting the rights of the Parties hereunder, except 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 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), (i) no past, present or the Related Documents, including any future director, officer, employee, incorporator, member, partner, stockholder, 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 or any Equity Financing Sources and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), foregoing shall have any Liability direct liability (whether in Contract or in contract, tort, in at law or in equityequity or otherwise) for any one or more of the representations, warranties, covenants, agreements or based upon other obligations or liabilities of any theory that seeks to impose Liability one or more of an entity party against its owners or Affiliates) to any party to the Parties under this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim based on, in respect arising out of, or by reason of related to this Agreement, the Related Documents Debt Financing, the Debt Commitment Letter or their negotiation or execution; the transactions contemplated hereby and each party hereto or thereto waives and releases all such liabilitiesthereby, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree it being understood that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 11.16 shall in not limit any way expand the circumstances in which Parent may be liable under this Agreement liability or as a result obligations of the Transactions (including as a result of A) the Debt Financing)Financing Sources to Buyer (or to the Debt Financing Subsidiary) pursuant to the Debt Commitment Letter, (B) the Forward Purchasers to Buyer pursuant to the Forward Purchase Agreements or (C) the Equity Financing Sources to Buyer pursuant to the Equity Commitment Letters, nor prevent the Company from seeking specific performance by Buyer of its obligations hereunder, including under Sections 7.7, 7.8 and 7.9.

Non-Recourse. All Legal Actions 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 any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this AgreementAgreement or any other document, the Related Documents certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement or and the Related Documentsother 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 Party to this Agreement or the Related Documents other documents delivered pursuant hereto have any shared or vicarious Liability liability for the actions or omissions of any other Person other than as provided in Section 8.17Person. No Person who is not a named party to this Agreement or the Related Documentsother documents delivered pursuant hereto, 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 or any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“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 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 (whichor any other document, 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 certificate or instrument delivered pursuant hereto or for any claim based on, in respect of, or by reason of this AgreementAgreement or any other document, the Related Documents certificate or their instrument delivered pursuant hereto or its negotiation or execution; and each 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)11.16.

Non-Recourse. All (a) Except for the liabilities and obligations of the parties to the Confidentiality Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee and the other Transaction Documents under any of the foregoing Contracts to which they are expressly identified as parties, all claims, obligations, liabilities or Legal 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 or the Related Documents Transactions, or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in, in connection with this Agreementwith, the Related Documents or as an inducement to enter into to, this Agreement or the Related Documents) 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 thereto. In no event shall any named party in the preamble 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“Contracting Parties”). No Person who is not a named party to this Agreement or the Related DocumentsContracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney attorney, representative or Representative assignee of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of any named party to this Agreement that is not itself a named party to this Agreement or any of the Related Documentsforegoing (collectively, including, for the avoidance of doubt, any Lender Related Party (“Non-Party AffiliatesRecourse Party”), shall have any Liability liability (whether in Contract contract or in tort, in law or in equity, or based upon granted by statute) for any theory that seeks to impose Liability of an entity party against its owners claims, Legal Actions, obligations or Affiliates) to liabilities arising under, out of, in connection with, or related in any party manner to this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents Transactions or for any claim based on, in respect of, or by reason of this Agreement or the Transactions 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 Related Voting Agreement, the Equity Commitment Letter, the Limited Guarantee and the other Transaction Documents or their negotiation or execution; under any of the foregoing Contracts to which they are expressly identified as parties), and, to the maximum extent permitted by Law, each Contracting Party, on behalf of itself and each party hereto or thereto its Affiliates, hereby waives and releases all such liabilities, claims claims, Legal Actions and obligations against any such Non-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by Law, except as provided in the Confidentiality Agreement, the Voting Agreement, the Equity Commitment Letter, the Limited Guarantee and the other Transaction Documents, (i) each Contracting Party Affiliates. The parties acknowledge hereby waives and agree releases any and all rights, claims, demands or Legal Actions that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impute or extend the liability of a Contracting Party to any Non-Recourse Party, whether based on statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (ii) each Contracting Party Affiliates are intended thirddisclaims any reliance upon any Non-party beneficiaries Recourse Party with respect to the performance of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or any representation or warranty made in, in connection with, or as a result an inducement to this Agreement. Notwithstanding anything herein to the contrary this Section 8.15 shall not apply with respect to actual, knowing, and intentional fraud with respect to the making of the Transactions (including as a result express representations and warranties set forth in ARTICLES III and IV of the Debt Financing)this Agreement.

Non-Recourse. All Legal 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, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against 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 8.17Person. No Person who is not a named party to this Agreement 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 (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 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, the Related Documents or 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing).

Non-Recourse. All Legal Actions 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 the Related Documents Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in, in connection with this Agreementwith, the Related Documents or as an inducement to enter into to, this Agreement or Agreement) and the Related Documents) transactions contemplated hereby, 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 thereto. In no event shall any named party otherwise having obligations with respect to this Agreement or in the Related Documents have any shared or vicarious Liability for preamble to this Agreement (the actions or omissions of any other Person other than as provided in Section 8.17“Contracting Parties”). No Person who is not a named party to this Agreement or the Related DocumentsContracting Party, including any directorpast, officer, employee, present or future incorporator, member, partner, stockholder, equityholder, Affiliate, agentRepresentative or assignee of, attorney and any financial advisor or lender to, any Contracting Party, or any past, present or future incorporator, member, partner, stockholder, equityholder, Affiliate, Representative of or assignee of, and any named party to this Agreement that is not itself a named party to this Agreement financial advisor or lender to, any of the Related Documentsforegoing (collectively, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Nonparty Affiliates”), shall have any Liability liability (whether in Contract contract or in tort, in law or in equity, or based upon granted by statute) for any theory that seeks to impose Liability claims, causes of an entity party against its owners action, obligations or Affiliates) to liabilities arising under, out of, in connection with, or related in any party manner to this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents transactions contemplated hereby or for any claim based on, in respect of, or by reason of this AgreementAgreement or its negotiation, execution, performance, or breach of this Agreement and the Related Documents or their negotiation or execution; and transactions contemplated hereby, 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 either 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 8.16Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Nothing in this Section 8.16 For the avoidance of doubt, the Buyer Guarantor and the Seller Guarantor are Contracting Parties and not Nonparty Affiliates and shall in any way expand the circumstances in which Parent may therefore be liable under this Agreement or as a result the terms of the Transactions (including Buyer Guaranty or Seller Guaranty, as a result of the Debt Financing).applicable, in accordance with its terms. * * * * * 60

Non-Recourse. All Legal Actions 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 Related Transaction Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Transaction Documents (including any representation or warranty made in or in connection with this Agreement, the Related Transaction Documents or as an inducement to enter into this Agreement or the Related Transaction Documents) may be made by any party hereto or thereto or any express third party beneficiary of any relevant provision hereof or thereof only against 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 Agreement or the Related Transaction 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 Transaction Documents (“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 Liabilities obligations or 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)Agreement, the Related Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Transaction Documents or their negotiation or execution; and each party hereto or thereto waives and releases releases, on behalf of itself and in the case of Company, Company Related Parties, and in the case of Parent, Parent Related Parties, all such liabilities, claims and obligations against any such Non-Party Affiliates; it being understood that the foregoing shall not restrict any claims that the Company may assert pursuant to the terms and conditions of the Confidentiality Agreement or the rights of the Company as an express third party beneficiary under the Equity Commitment Letter pursuant to the terms and conditions of the Equity Commitment Letter. Nothing in this ‎Section 11.14, (a) precludes the parties or express third party beneficiaries from exercising any rights under this Agreement or any other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (b) limits the liability of any Non-Party Affiliates under this Agreement or any other Transaction Document to which they are specifically a party. This ‎Section 11.14 is subject to, and does not alter the scope or application of, ‎Section 11.13. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)‎Section 11.14.

Non-Recourse. All Legal Actions Notwithstanding anything to the contrary in this Agreement, this Agreement may only be enforced against, and any Proceeding for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties to this Agreement 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 any Affiliate thereof or any former, current and future Affiliate, director, officer, manager, employee, advisor, Representative, shareholder, member, manager, partners, successor and assign of any of the foregoing (collectively, “Related Parties”) that is not a party hereto shall have any Liability for any Liabilities of the parties hereto for any Proceeding (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 Related Documents or the negotiation, execution, performance or non-performance for breach of this Agreement or the Related Documents (including in respect of any representation oral representations made or warranty alleged to be made in or connection herewith, none of the parties hereto shall have any rights of recovery in connection with this Agreement, the respect hereof against any Related Documents or as an inducement Party that is not a party hereto and no personal Liability shall attach to enter into this Agreement or the any Related Documents) may be made by Party that is not a party hereto through any party hereto only or otherwise, 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 the Persons any Related Party 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 Agreement or hereto, by the Related Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative enforcement of any named party to this Agreement that is not itself a named party to this Agreement judgment, fine or penalty or by virtue of any of the Related Documentsstatute, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), shall have any Liability (whether in Contract regulation or in tort, in law or in equityother applicable Law, or based upon otherwise. Notwithstanding anything to the contrary in this Section 10.14, nothing in this Section 10.14 shall be deemed to limit any theory that seeks to impose Liability of an entity party against its owners Liabilities of, or Affiliates) to claims against, any party to this Agreement for any Liabilities arising under, in connection with Transaction Document 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, the Related Documents or 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or serve as a result waiver of any right on the Transactions (including as a result part of any party to such Transaction Document to initiate any Proceeding permitted pursuant to, and in accordance with the Debt Financing)specific terms of such Transaction Document.

Non-Recourse. All Legal Actions (whether in Contract No past, present 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, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against 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 Agreement or the Related Documents, including any future director, officer, employee, incorporator, member, partner, stockholdermanager, Affiliate, agent, attorney or Representative representative of any named party to Party will have any liability for any Liabilities of any Party under this Agreement that is not itself or the Ancillary Agreements or for any claim based on, in respect of, or by reason of, the Transactions (other than the Investors pursuant to, and subject to the terms of, the Equity Financing Commitments). Seller and the Company each agree that, except to the extent a named party in this Agreement or the Ancillary Agreements and except and to the extent provided in the Limited Guaranty, the Equity Financing Commitments or the Confidentiality Agreement, (a) neither it nor any of its Affiliates will bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Related Party of Purchasers, in any way relating to this Agreement or the Transactions, including any dispute arising out of or relating in any way to the Related DocumentsFinancing Commitments, including, for the avoidance of doubt, any Lender Debt Financing or the definitive agreements executed in connection therewith or the performance thereof and (b) no Related Party (“Non-Party Affiliates”), of a Purchaser 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 Affiliates) to Seller or the Company or any of its and their respective Affiliates or their respective directors, officers, employees, agents, partners, managers or equity holders for any obligations or liabilities of any party to hereto under this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to have been made in connection herewith. Notwithstanding anything to the contrary contained herein, each of the Seller and Company (each on their own behalf and on behalf of their respective Affiliates, officers, directors, employees, members, managers, partners, controlling persons, advisors, attorneys, agents and representatives) hereby (i) waives any claims or rights against any Debt Financing Source relating to or arising out of this Agreement, the Related Documents Debt Financing, the Debt Financing Commitments or their negotiation any related agreements or execution; the transactions contemplated hereby and each party hereto thereby, whether at law or thereto waives in equity and releases all such liabilitieswhether in tort, claims and obligations contract or otherwise, (ii) agrees not to bring or support any suit, action or proceeding against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of Debt Financing Source in connection with this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of Agreement, the Debt Financing), the Debt Financing Commitments or any related agreements or the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (iii) agrees to cause any suit, action or proceeding asserted against any Debt Financing Source by or on behalf of itself or any of its Affiliates, officers, directors, employees, members, managers, partners, controlling persons, advisors, attorneys, agents and representatives in connection with this Agreement, the Debt Financing, the Debt Financing Commitments or related agreements or the transactions contemplated hereby and thereby, to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waivers and agreements, it is acknowledged and agreed that no Debt Financing Source shall have any liability for any claims or damages to the Seller or the Company in connection with this Agreement, the Debt Financing, the Debt Financing Commitments or related agreements or the transactions contemplated hereby and thereby.

Non-Recourse. All Legal Actions 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 Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents Agreements, the Transaction or as an inducement to enter into this Agreement or pre-Closing operations of the Related Documents) Business may be made by any party hereto only against (and are expressly limited to) the Persons that are expressly identified as parties Parties hereto or theretothereto (the “Contracting Parties”). In no event shall any named party to this Agreement or the Related Documents Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person other than as provided in Section 8.17Person. No Person who is not a named party to this Agreement or the Related DocumentsContracting 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 lender to, any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party foregoing (“Non-Party Affiliates”), shall have any 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 of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement for any Causes of Action or Liabilities arising under, out of, in connection with or related in any manner 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), or the Related Documents Agreements or for any claim based on, in respect of, or by reason of this Agreement, Agreement or the Related Documents Agreements or their negotiation negotiation, execution, performance or executionbreach; and and, to the maximum extent permitted by Law, each party hereto or thereto Contracting Party waives and releases all such liabilities, claims Causes of Action and obligations Liabilities against any such Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, each Contracting Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or the Related Agreements or any representation or warranty made in, in connection with, or as an inducement to this Agreement or the Related Agreements. The parties Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)9.15.

Non-Recourse. All Legal claims, obligations, Liabilities, Actions or causes of action (whether in Contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement or the Related Documents Agreement, or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in, in connection with this Agreementwith, the Related Documents or as an inducement to enter into to, this Agreement or the Related Documents) Agreement), may be made by any party hereto only against (and are expressly limited to) the Persons entities that are expressly identified as parties hereto or thereto. In no event shall any named party in the preamble 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 8.17or, if applicable, their successors and assigns (“Contracting Parties”). No Person who is not a named party to this Agreement or the Related DocumentsContracting Party, including any past, present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, consultant, attorney, accountants or representative of, and any financial advisor or lender to or other financing source of, any Contracting Party, or any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney attorney, or Representative of representative of, and any named party financial advisor or lender to this Agreement that is not itself a named party to this Agreement or other financing source of, any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party foregoing (“Non-Party Nonparty Affiliates”), shall have any Liability (whether in Contract or in tort, in law or in equity) for any claims, obligations, Liabilities, Actions or causes of action arising under, out of, in connection with, or based upon related in any theory that seeks to impose Liability of an entity party against its owners or Affiliates) to any party manner to this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents Agreement or their negotiation negotiation, execution, performance, or executionbreach; and and, to the maximum extent permitted by Law, each party hereto or thereto Contracting Party hereby waives and releases all such liabilitiesclaims, claims obligations, Liabilities, Actions and obligations causes of action against any such Non-Party Nonparty Affiliates. The parties acknowledge and agree Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person or entity not a party to this Agreement (it being expressly agreed that the Non-Party Nonparty Affiliates are intended to whom this Section 11.17 applies shall be third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing11.17).

Non-Recourse. All Legal Actions (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, the Company agrees and acknowledges that no recourse under this Agreement or the Related Documents any documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or instruments delivered in connection with this AgreementAgreement shall be had against any former, the Related Documents current or as an inducement to enter into this Agreement 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 Agreement or the Related Documents, including any future director, officer, employee, incorporator, Affiliate, member, manager, partner, stockholder, Affiliateequity holder, agent, attorney or Representative representative of any named party Parent Equityholder or any Affiliate, successor or permitted assignee of any Parent Equityholder (excluding any Parent Equityholder who may be deemed to this Agreement be a Non-Recourse Party of another Parent Equityholder other than in its role as a Parent Equityholder itself) (collectively, “Non-Recourse Parties”), as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that is not itself a named party to 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 any Parent Equityholder under 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 (whether in Contract documents 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 Liabilities arising under, instruments delivered 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, of or by reason of this Agreement, the Related Documents 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 the Company (and at and following the Closing the Surviving Corporation) waives and releases all such liabilities, claims and obligations against any such Non-Party AffiliatesRecourse Parties. The parties acknowledge None of the Financing Sources will have any liability to Parent or its 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 neither Parent nor any of its Affiliates will have any rights or claims against any of the Financing Sources. Each of the Non-Party Affiliates are Recourse Parties is expressly intended third-as a third party beneficiaries beneficiary of this Section 8.16. Nothing in provision of this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)Agreement.

Non-Recourse. All Legal Actions 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 Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents Agreement or as an inducement to enter into this Agreement or the Related DocumentsAgreement) 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 Agreement or the Related DocumentsAgreement, 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 Liabilities obligations or 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, the Related Documents Agreement or their 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 8.169(n). Nothing in this Section 8.16 shall Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in any way expand the circumstances in which Parent may be liable under this Agreement shall limit the liability or as obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a result of party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the Transactions (including as a result of the Debt Financingscope or application of, Section 9(j).

Non-Recourse. All Legal Actions Other the claims for fraud, all claims, suits or Proceedings (whether in Contract or in tort, in at law or in equity, based upon contract, tort, statute or otherwise) that may be based upon, arise out of or relate to this Agreement or the Related Documents other Transaction Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related other Transaction Documents (including any representation or warranty made in or in connection with this Agreement, Agreement or the Related other Transaction Documents or as an inducement to enter into this Agreement or the Related other Transaction Documents) ), may be made by any party hereto only against the Persons that are expressly identified as the parties hereto or thereto. In no event shall any named party thereto in the preamble to and signature pages of this Agreement or the Related other Transaction Documents have any shared or vicarious Liability for (as the actions or omissions of any other Person other than case may be) and solely in their capacities as provided in Section 8.17such. No Person who is not a named party to this Agreement hereto or the Related Documentsthereto, including any directorcurrent, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney former or future Affiliate or Representative of any named party to this Agreement that is not itself a named party to this Agreement hereto or thereto or any current, former, or future Affiliate or Representative of any of the Related Documentsforegoing (such Persons, includingcollectively, for but specifically excluding the avoidance of doubtparties hereto, any Lender Related Party (“Non-Party AffiliatesParties”), shall have any Liability liability (whether in Contract or in tort, in at law or in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners contract, tort, statute or Affiliatesotherwise) to any party to this Agreement for any Liabilities obligations or liabilities arising under, in connection with or related to this Agreement (which, for or the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related other Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement, Agreement or the Related other Transaction Documents or their the negotiation or executionexecution hereof or thereof; and each party hereto or thereto hereby irrevocably waives and releases all such liabilities, obligations and claims and obligations against any such Non-Party AffiliatesParty. The parties acknowledge and agree that the Each Non-Party Affiliates are intended shall be an express third-party beneficiaries of beneficiary of, and entitled to enforce, this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)11.17.

Non-Recourse. All Legal Actions (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 under, out of of, or relate in connection with, or related in any manner to this Agreement or the Related Documents or transactions contemplated hereby may only be brought against the negotiation, execution, performance or non-performance entities that are expressly named as Parties in the preamble of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreementcollectively, the Related Documents or as an inducement “Contracting Parties”) and then only with respect to enter into this Agreement 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 specific obligations set forth herein with respect 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 8.17such Contracting Party. No Person who that is not a named party to this Agreement or the Related DocumentsContracting Party, including any directorpast, officerpresent or future Representative, Affiliate, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney partner or Representative stockholder of any named party to this Agreement that is not itself a named party to this Agreement Contracting Party or any Affiliate of any of the Related Documentsforegoing (each, including, for the avoidance of doubt, any Lender Related Party (a “Non-Party AffiliatesNonparty Affiliate”), shall have any Liability liability (whether in Contract or in contract, tort, in at law or in equity, or based upon granted by statute or otherwise) for any theory that seeks to impose Liability of an entity party against its owners Claim arising under, out of, or Affiliates) to in connection with, or related in any party manner to this Agreement for any Liabilities arising underor the transactions contemplated hereby, 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 AgreementAgreement or its negotiation, execution, performance or breach. To the Related Documents or their negotiation or execution; and maximum extent permitted by applicable Law, (a) each party hereto or thereto Contracting Party hereby waives and releases all such liabilities, claims and obligations Claims against any such Non-Nonparty Affiliates, (b) each Contracting Party Affiliates. The parties acknowledge hereby waives and agree releases any and all Claims 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or any representation or warranty made in, in connection with, or as a result an inducement to this Agreement. Notwithstanding the foregoing, nothing herein shall limit any rights that Beyond6 has under the express terms of the Transactions (including as a result of Limited Guaranty or the Debt Financing)Equity Commitment Letter.

Non-Recourse. All Legal Actions The Parties acknowledge that (whether in Contract i) none of the members of the Company, (ii) none of the members of the Company’s Executive Committee, (iii) none of the members of the Company’s Transaction Committee or in tortSpecial Committee, in law (iv) no past, present 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, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against 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 Agreement or the Related Documents, including any future director, officer, committee member, employee, incorporator, member, partner or direct or indirect equity holder of the Company and (v) no past, present or future director, officer, committee member, employee, incorporator, member, partner, stockholderAffiliate or direct or indirect equity holder of Purchaser (such individuals described in clauses (i)-(v) above, Affiliate, agent, attorney or Representative of any named party to this Agreement that the “Non-Recourse Parties”) is not itself a named party to this Agreement or any Ancillary Agreement. The Parties further acknowledge that none of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”)Recourse Parties, whether individually or collectively, shall have any Liability (whether in Contract liability whatsoever of any kind or in tort, in law description for any obligations or in equity, or based upon any theory that seeks to impose Liability liabilities of an entity party against its owners or Affiliates) to any party to the Company under this Agreement for or any Liabilities arising under, in connection with or related to this Ancillary 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 Agreementof, the Related Documents transactions contemplated hereby or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiesthereby. Accordingly, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and the Parties hereby agree that in the Non-event (a) there is any alleged breach or alleged default or breach or default by any Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result any of the Transactions Ancillary Agreements or (including as a result b) any Party has or may have any claim arising from or relating to the terms of this Agreement or any Ancillary Agreement, no Party shall, or shall have any right to, commence any proceedings or otherwise seek to impose any liability or obligation whatsoever of any kind or description on or against the Debt Financing)Non-Recourse Parties, whether collectively or individually, by reason of such alleged breach, default or claim.

Non-Recourse. All Legal Actions (whether Except in Contract the event of Fraud, this Agreement and the Transaction Documents may only be enforced against, and any claim or in tort, in law or in equity) that may be suit based upon, arise arising out of of, or relate related to this Agreement or the Related Documents Transactions Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this AgreementTransaction Documents, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may only be made by any party hereto only brought against the Persons that are expressly identified as named parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared Transaction Documents, as applicable, and then only with respect to the specific obligations set forth herein or vicarious Liability for therein with respect to the actions named parties to this Agreement or omissions such Transaction Document (in all cases, as limited by the provisions of any other Person other than as provided this Section 9.9). Except in Section 8.17. No the event of Fraud, no Person who is not a named party to this Agreement or the Related Documentsany Transaction Document, including any past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, member, Affiliate, agent, attorney or Representative representative of Buyer, the Company Group, Seller or any named party of their respective Affiliates (each a “Non-Recourse Party”), will have or be subject to this Agreement that is not itself a named party to any Liability or indemnification obligation (whether in contract or in tort) under this Agreement or such Transaction Document, it being expressly agreed and acknowledged that except in the event of Fraud no personal Liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Recourse 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 Liabilities arising under, in connection with or related to this Agreement or any Transaction Document (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 including any representation or warranty made in or in connection with this Agreement or any Transaction Document) or for any claim based on, in respect of, or by 50 reason of this Agreement, the Related Documents Agreement or their any Transaction Document or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations Liabilities against any such Non-Recourse Parties. Except in the event of Fraud, each Party Affiliates. The parties acknowledge and agree that agrees not to assert or threaten to assert any claim with respect to, arising from or related to the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under Transaction, this Agreement or as a result the negotiation, execution or performance of this Agreement against any Non-Recourse Party and hereby irrevocably waives any and all claims against any Non-Recourse Party, whether arising by statute or based on theories of equity, agency, control, instrumentality, alter ego, dominion, sham, single business enterprise, piercing the Transactions (including as a result veil, unfairness, undercapitalization or otherwise, in each case, with respect to, arising from or related to the Transaction, this Agreement or the negotiation, execution or performance of the Debt Financing)this Agreement.

Non-Recourse. All Legal Actions (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 Related Documents or the negotiationtransactions contemplated hereby may only be brought against, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against 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. In no event shall any named party Except 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 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 and not otherwise), no past, present or the Related Documents, including any 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 a named party to this Agreement or any of the Related Documentsforegoing (each, including, for the avoidance of doubt, any Lender Related Party (a “Non-Party AffiliatesRecourse Party”), ) shall have any Liability liability (whether in Contract or in contract, tort, in law equity or in equityotherwise) for any one or more of the representations, warranties, covenants, agreements or based upon other obligations or liabilities of any theory that seeks to impose Liability one or more of an entity party against its owners the Company, the Purchaser or Affiliates) to any party to Merger Sub 1 under this Agreement of or for any Liabilities Claim based on, arising underout of, in connection with or related to this Agreement (whichor the transactions contemplated hereby. Without limiting the foregoing, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may no claim will be asserted brought or maintained by the parties thereto), the Related Documents Purchaser or for any claim based on, in respect of, other Purchaser Indemnified Party or by reason 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 upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the Related Documents representations, warranties, covenants or their negotiation or execution; and each agreements of any party hereto set forth 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 8.16. Nothing contained in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)any exhibit or schedule hereto or any certificate delivered hereunder.

Non-Recourse. All Legal Actions claims or causes of Action (whether in Contract or in tort, in law or in equity, based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates, or otherwise) that may be based upon, arise out of or relate to this Agreement or the Related Documents other Ancillary Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related other Ancillary Documents (including any representation or warranty made in or in connection with this Agreement, Agreement or the Related other Ancillary Documents or as an inducement to enter into this Agreement or the Related other Ancillary Documents) ), may be made by any party hereto only against the Persons entities 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 8.17applicable. No Person who is not a named party to this Agreement or the Related other Ancillary Documents, including any directorpast, officer, employee, present or future incorporator, direct or indirect member, partner, stockholder, Affiliateequityholder, agent, attorney Debt Financing Party, Cigna Equity Financing Party 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 other Ancillary Documents (“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 AffiliatesAffiliates or otherwise) to any party to this Agreement for any Liabilities obligations or liabilities arising under, in connection with or related to this Agreement or such other Ancillary Documents (which, for as the avoidance of doubt, shall case may be) to which such Non-Party Affiliate is not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents a party or for any claim based on, in respect of, or by reason of this Agreement, Agreement or such other Ancillary Documents (as the Related Documents case may be) to which such Non-Party Affiliate is not a party or their the negotiation or execution; execution hereof or thereof or the transactions contemplated thereby (including the Debt Financing and the Equity Financing), and each party hereto or thereto waives and releases all such liabilities, claims and obligations liabilities against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are expressly intended as third-party beneficiaries of this Section 8.16provision of this Agreement. Nothing Notwithstanding anything in this Agreement to the contrary, this Section 8.16 9.19 (a) shall not apply to Section 9.21, which shall be enforceable by the Holder Representative in its entirety against the Company Unitholders and (b) shall not limit the rights of any way expand direct parties, or third party beneficiaries, to any Debt Financing Commitment Letter, Definitive Debt Agreement, or the circumstances in which Parent may be liable New Investment Agreement to enforce their rights under this such Debt Financing Commitment Letter, Definitive Debt Agreement or the New Investment Agreement, as a result of the Transactions (including as a result of the Debt Financing)applicable.

Non-Recourse. All Legal 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 Related Documents Equity Commitment Letter, or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents any ancillary agreement hereto (including any representation or warranty made in or in connection with this Agreement, the Related Documents ancillary agreements hereto or as an inducement to enter into this Agreement or the Related Documentssuch 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 the Related Documents any ancillary agreement hereto have any shared or vicarious Liability liability for the actions or omissions of any other Person other than as provided Person, except, in Section 8.17the 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 Agreement or the Related Documentsany 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 of the Related Documents, including, for the avoidance of doubt, any Lender Related Party ancillary agreement hereto (“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 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)Agreement, the Related Documents ancillary agreements hereto or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents ancillary agreements hereto or 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 8.168.6. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)8.7.

Non-Recourse. All Legal Actions Subject to the last sentence of this Section 14.21, all claims, obligations, liabilities or causes of action (whether in Contract tort or in tortcontract, in law or in equity, or otherwise) that may be based upon, arise out of or by reason of, in respect of, or otherwise relate to to, this Agreement or the Related Documents Agreement, or the negotiation, execution, performance or non-performance breach of this Agreement or the Related Documents (including any representation or warranty made or alleged to have been made in or in connection with this Agreement, the Related Documents Agreement or as an inducement to enter into this Agreement Agreement) or the Related Documents) transactions contemplated hereby (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 named as parties hereto or theretohereto. In Subject to the last sentence of this Section 14.21, 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 that is not a named party to this Agreement 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 Purchaser Related Party (“Non-Party Affiliates”)other than the Purchaser, VCVH Intermediate, VCVH Holding II and Purchaser LLC) shall have any Liability liability (whether in Contract tort or in tortcontract, in law or in equity, or based upon any theory that seeks to impose Liability liability of an entity party a Person against its owners or Affiliatesaffiliates, or otherwise) to any party to this Agreement for any Liabilities arising under, in connection with liabilities 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, obligations in respect of, based upon or by reason arising out of this Agreement, any Recourse Theory. Subject to the Related Documents or 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 last sentence of this Section 8.1614.21, in no event shall the Parent or any of its Affiliates, or any Person claiming through or on behalf of any of them, institute any Proceeding under or based upon any Recourse Theory against any Purchaser Related Party other than the Purchaser, VCVH Intermediate, VCVH Holding II and Purchaser LLC. Nothing in this Section 8.16 14.21 shall in any way expand limit or qualify the circumstances obligations and liabilities of (i) the parties to the Commitment Letters to each other or (ii) the Purchaser Guarantor to the extent of its obligations expressly set forth in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing).Limited Guarantee. ***

Non-Recourse. All Legal Actions (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 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 Agreementtransactions contemplated hereby may only be brought against, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against the Persons entities that are expressly identified named as parties Parties hereto or theretoand 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 Parties and their respective Affiliates under the Confidentiality Agreement. In no event shall any named party to this Agreement Without limiting the rights of the Parties under Section 13.14 or the Related Documents have any shared or vicarious Liability for Parties’ respective rights and remedies under the actions or omissions of any other Person other than as provided in Section 8.17. No Person who is not Confidentiality Agreement, except to the extent a named party Party hereto (and then only to the extent of the specific obligations undertaken by such named Party in this Agreement Agreement), (i) no past, present or the Related Documents, 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 (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 Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), foregoing shall 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 Liabilities arising underone or more of the representations, in connection with warranties, covenants, agreements or related to this Agreement other obligations or liabilities of any one or more of the Parties (which, whether for the avoidance indemnification or otherwise) 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 arising out of, or by reason of this Agreement, the Related Documents or 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 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under related to this Agreement or as a result the transactions contemplated hereby. The Company, on behalf of itself and its Affiliates, agrees that the Transactions (including as a result Financing Sources shall be subject to no liability or claims by the Company or its Affiliates, whether at law, or equity, in contract, in tort or otherwise, relating to or arising out of this Agreement or in connection with the Debt Financing)Financing or the performance of services by the Financing Sources with respect to the foregoing. In no event shall the Company be entitled to seek the remedy of specific performance of this Agreement against the Financing Sources.

Non-Recourse. All Legal Actions 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 Related Documents other Ancillary Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related other Ancillary Documents (including any representation or warranty made in or in connection with this Agreement, Agreement or the Related other Ancillary Documents or as an inducement to enter into this Agreement or the Related 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. In Except for any Claims for Actual Fraud committed by such Person, 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 Agreement or the Related 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 any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party other Ancillary Documents (“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 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 Agreement (which, for as the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that case may be asserted by the parties thereto), the Related Documents be) or for any claim based on, in respect of, or by reason of this Agreement, Agreement or such other Ancillary Agreement (as the Related Documents case may be) or their 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 8.16provision 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 contract, in tort or otherwise, and 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 Section 8.16 sentence shall in any no way expand limit the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)Company’s ability to seek specific performance pursuant to Section 9.17.

Non-Recourse. All Legal Actions This Agreement may only be enforced against, and any claim, obligation, liability or cause of action (whether in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against 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 Agreement 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 (whether in Contract contract or in tort, in law or in equity, or granted by statute) based upon upon, in respect of, arising under, out or by reason of, be connected with, or related in any theory manner to this Agreement or the transactions contemplated hereby may only be brought against the entities that seeks are expressly named as parties hereto in the preamble to impose Liability of an entity party against its owners or Affiliates) this Agreement, and then only with respect to any the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement for (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, lender, attorney, advisor or representative, or any Liabilities arising underof their respective assignees or successors, in connection with or related of any named party to this Agreement and (whichb) no past, for present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, attorney, lender, advisor or representative, or any of their respective assignees or successors, of any of the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto)foregoing (collectively, the Related Documents “Non-Recourse Parties”) shall have any liability (whether in contract, tort, law, equity, granted by statute or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, SPAC, Pubco or Merger Sub under this Agreement of or for any claim or cause of action based on, in respect of, arising under, out or by reason of of, be connected with, or related in any manner to this Agreement, any Ancillary Agreements or the Related Documents transactions contemplated hereby or their negotiation or execution; thereby. To the maximum extent permitted by applicable Law, each of the entities expressly named as parties hereto, on behalf of itself and each party hereto or thereto its controlled Affiliates, hereby waives and releases all such liabilities, claims claims, causes of action, and obligations against any such Non-Party AffiliatesRecourse Party. The Notwithstanding anything to the contrary contained herein, nothing in this ‎Section 11.14 shall limit any of the rights of the parties acknowledge and agree that to the Ancillary Agreements to enforce, or to bring any claim or cause of action based upon, arising out of or related to, any Ancillary Agreement against Non-Recourse Party Affiliates are intended thirdto the extent such Non-Recourse Party is a party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)to such Ancillary Agreement.

Non-Recourse. All Legal Actions (whether Except in Contract the event of Fraud, this Agreement and the Transaction Documents may only be enforced against, and any claim or in tort, in law or in equity) that may be suit based upon, arise arising out of of, or relate related to this Agreement or the Related Documents Transactions Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this AgreementTransaction Documents, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may only be made by any party hereto only brought against the Persons that are expressly identified as named parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared Transaction Documents, as applicable, and then only with respect to the specific obligations set forth herein or vicarious Liability for therein with respect to the actions named parties to this Agreement or omissions such Transaction Document (in all cases, as limited by the provisions of any other Person other than as provided this Section 9.9). Except in Section 8.17. No the event of Fraud, no Person who is not a named party to this Agreement or the Related Documentsany Transaction Document, including any past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, member, Affiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement Buyer, the Company, Seller or any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party their respective Affiliates (each a “Non-Party AffiliatesRecourse Party”), shall will have or be subject to any Liability or indemnification obligation (whether in Contract contract or in 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 under this Agreement or such Transaction Document, it being expressly agreed and acknowledged that except in the event of Fraud, no personal Liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party for any Liabilities arising under, in connection with or related to this Agreement or any Transaction Document (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 including any representation or warranty made in or in connection with this Agreement or any Transaction Document) or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents Agreement or their any Transaction Document or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiesLiabilities against any Non-Recourse Parties. Except in the event of Fraud, claims to the maximum extent permitted by applicable law, each Party hereby (a) waives and releases all such claims, causes of action, Liabilities and other obligations against any such Non-Recourse Parties, (b) waives and releases any and all claims, causes of action, rights, remedies, demands or actions that may otherwise be available to avoid or disregard the entity form of a Party Affiliates. The parties acknowledge and agree that or otherwise impose the Liability of a Party on any 60 Non-Recourse Party, whether granted by Legal Requirements 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) disclaims any reliance upon any Non-Recourse Party Affiliates are intended third-party beneficiaries with respect to the performance of this Section 8.16. Nothing Agreement, the other Transaction Documents and any representation or warranty made in, in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement connection with or as a result of the Transactions (including as a result of the Debt Financing)an inducement hereto or thereto.

Non-Recourse. All Legal Actions 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, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against 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 liability for the actions or omissions of any other Person other than as provided in Section 8.17Person. No Person who is not a named party to this Agreement 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 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 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 Liabilities obligations or 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)Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents or 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, however, that nothing contained in this Section 8.12 shall limit in any way the liability of the Guarantor under the Limited Guarantee. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)8.12.

Non-Recourse. (a) All Legal Actions Claims (whether in Contract contract or in tort, in at law or in equity) that may be based upon, arise out of or relate to this Agreement or the Related Documents other Ancillary Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related other Ancillary Documents (including any representation or warranty made in or in connection with this Agreement, Agreement or the Related other Ancillary Documents or as an inducement to enter into this Agreement or the Related 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 and that are signatories hereto and thereto. In no event shall any Except to the extent named as a party and 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 extent a named party to this Agreement 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 signatory to this Agreement or any other Ancillary Document (then only to the extent of the Related Documentsspecific obligations of such parties set forth in this Agreement or such other Ancillary Document), including, for the avoidance of doubt, any Lender no Purchaser Related Party (“Non-or Seller Related 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 Affiliatesaffiliates) to any party to this Agreement for any obligations or 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 such other Ancillary Document or any transactions contemplated hereby or thereby or for any claim based on, in respect of, or by reason of this AgreementAgreement or such other Ancillary Document (as the case may be), the Related Documents transactions contemplated hereby and thereby or their 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-Purchaser Related Party Affiliates95 or Seller Related Party. The parties acknowledge Purchaser Related Parties and agree that the Non-Party Affiliates Seller Related Parties are expressly intended as third-party beneficiaries of this Section 8.16. Nothing in provision of this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)10.17.

Non-Recourse. All Legal Actions 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, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against 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 liability for the actions or omissions of any other Person other than as provided in Section 8.17Person. No Person who is not a named party to this Agreement or the Related Documents, including without limitation the Lender Parties and 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 or any of (together, the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“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 Liabilities obligations or 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)Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents or 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, however, that notwithstanding the foregoing, nothing in this Section 8.12 shall in any way limit or modify the rights and obligations of Parent, Merger Sub or the Lender Parties under the Debt Financing Commitment (or the Financing Agreements, when executed) or Parent’s or Merger Sub’s obligations under this Agreement. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)8.12.

Non-Recourse. All Legal Actions 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 any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this AgreementAgreement or any other document, the Related Documents certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement or and the Related Documentsother documents delivered pursuant hereto) may be made by any party hereto only against the Person or Persons that are expressly identified as parties hereto or thereto. In no event shall any named Party, or party to this Agreement or the Related Documents other documents delivered pursuant hereto, have any shared or vicarious Liability liability for the actions or omissions of any other Person other than as provided in Section 8.17Person. No Person who is not a named party to this Agreement or the Related Documentsother documents delivered pursuant hereto, including any past, present or future director, manager, officer, employee, incorporator, member, partner, stockholderequity holder, 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 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 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 Liabilities obligations or liabilities arising under, in connection with or related to this Agreement (whichor any other document, for certificate, information, due diligence materials or instrument delivered in connection with 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 transactions contemplated hereby or pursuant hereto or for any claim based on, in respect of, or by reason of this AgreementAgreement or any other document, certificate, information, due diligence materials or instrument delivered in connection with the Related Documents transactions contemplated hereby or their pursuant hereto 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 Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)9.15.

Non-Recourse. All Legal Actions Proceedings (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 Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents Agreement or as an inducement to enter into this Agreement or the Related DocumentsAgreement) 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 Agreement or the Related DocumentsAgreement, 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 Liabilities obligations or 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, the Related Documents Agreement or their 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 8.165.18. Nothing in this Section 8.16 shall Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in any way expand the circumstances in which Parent may be liable under this Agreement shall limit the liability or as obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a result party or an express third party beneficiary thereof. This Section 5.18 is subject to, and does not alter the scope or application of, Section 5.10. [Signature Page Follows] The parties are executing this Agreement on the date set forth in the introductory clause. [PARENT] By: Name: Title: [MERGER SUB] By: Name: Title: [Signature Page to Tender and Support Agreement] If an individual: [STOCKHOLDER] By: Name: Title: Email: Address: If an entity: [STOCKHOLDER] By: Name: Title: Email: Address: [Signature Page to Tender and Support Agreement] Schedule A Name of the Transactions (including as a result Stockholder Number of the Debt Financing).Shares

Non-Recourse. All Legal Actions (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 Related Documents or the negotiationmay only be brought against, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement, the Related Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against the Persons that are expressly identified named as parties hereto or thereto. In no event shall any named party Parties to this Agreement or Agreement. Except to 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 extent a named party Party to this Agreement Agreement, no past, present or the Related Documents, including any director, officer, employee, incorporatorfuture 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 or any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), shall will have any Liability (whether in Contract or in contract, tort, in law equity or in equityotherwise) for any of the representations, warranties, covenants, agreements or based upon other obligations or Liabilities of any theory that seeks to impose Liability of an entity party against its owners or Affiliates) to any party the Parties to this Agreement or for any Liabilities claim based upon, arising under, in connection with out of or 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 respective successors or permitted assigns against any officer, director, manager, employee (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties theretopresent or former), the Related Documents equityholder, partner, financing source or for any claim based on, in respect ofAffiliate, or by reason any agent or representative of any of the foregoing, 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 upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the Related Documents representations, warranties, covenants or their negotiation agreements of any Party set forth or execution; and each party contained in this Agreement or any Exhibit or Schedule hereto or thereto waives any certificate delivered hereunder or otherwise in relation to this Agreement and releases all such liabilitiesthe transactions contemplated hereby. Notwithstanding the foregoing, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that in no event shall the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing limitations in this Section 8.16 shall in any way expand 10.18 apply to claims for Fraud against the circumstances in which Parent may be liable under this Agreement or as a result of the Transactions (including as a result of the Debt Financing)Party who committed such Fraud.