Common use of Non-Recourse Clause in Contracts

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

Non-Recourse. All claimsNotwithstanding anything herein to the contrary, obligations, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may only be made only against enforced against, and any Proceeding (and are those solely of) the Persons that are expressly identified as parties whether in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting PartyContract or in tort, including any current, former in Law or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir in equity or assignee ofotherwise, or any financial advisor granted by statute or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreementotherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of any party hereto other theory or doctrine, including alter ego or otherwise) based upon, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equityarising out of, or granted related to or by statute, to avoid or disregard the entity form reason 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 (bi) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any other Transaction Document or the Transactions, (ii) the negotiation, execution or performance this Agreement, any other Transaction Document or any other agreement referenced herein or therein (including any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to, this Agreement, any other Transaction Document or such other agreement), (iii) any breach or violation of this Agreement, any other Transaction Document or any other agreement referenced herein or therein or (iv) any failure of the transactions contemplated hereunder or under any Transaction Document or any other agreement referenced herein or therein to be consummated may only be brought against, the Persons that are expressly named as parties hereto or thereto, as applicable (together with any assignee of a party hereto pursuant to Section 9.3 (Assignment)) and then only with respect to the specific obligations set forth herein with respect to such party. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and the Company Related Parties and Parent Related Parties, as applicable, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby shall be sought or had against any other person, including any Parent Related Party or Company Related Party, and no other person, including any Parent Related Party or Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (i) through (iv), it being expressly agreed and acknowledged that no Liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (i) through (iv), in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject in all respects to the limitations set forth in this Agreement) (x) against any person that is party to and solely pursuant to the terms and conditions of, the Confidentiality Agreement, or (y) against Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary hereinherein or otherwise, no party hereto hereby waives Parent Related Party or Company Related Party shall be responsible or liable for any right to enforce its rights granted hereunder multiple, consequential, indirect, special, statutory, exemplary or granted under the Closing Agreements, the Governance Agreements, the Letter punitive damages which may be alleged as a result of this Agreement, the Existing Employment Agreement (as defined in other Transaction Documents or any other agreement referenced herein or therein or the Letter Agreement and as specifically amended transactions contemplated hereunder or superseded by thereunder, or the Letter Agreement), the Merger Agreement termination or abandonment of any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoforegoing.

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

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

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

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

Non-Recourse. All claims, obligations, liabilities and causes of action based upon, Notwithstanding anything that may be expressed or implied in respect of, arising underthis Agreement, by reason ofits acceptance of this Agreement, each party hereto covenants, acknowledges and agrees that no Person other than the parties hereto shall have any obligation hereunder and that (a) notwithstanding that any of the parties hereto may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection withherewith shall be had against any former, current or relating in future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any manner to this Agreement may be made only against of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (and are those solely of) whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyhereto, including any currentformer, former current or future director, officer, employee, incorporatoragent, memberfinancing source, general or limited partner, manager, management company, member, stockholder, equityholdersecurityholder, Affiliate, agent, attorney, representative, financing source, heir controlling Person or representative or assignee ofof any of the foregoing, or any financial advisor or lender toformer, or successor to, any Contracting Party, or any current, former current or future directorheir, officerexecutor, employeeadministrator, incorporatortrustee, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir successor or assignee of, or any financial advisor or lender to, or successor to, assign of any of the foregoing other than the parties hereto or their respective successors or assignees under the this Agreement (collectivelyany such Person or entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Nonparty AffiliatesRelated Party”)) or any Related Party of the Related Parties of the parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable Proceeding, shall have or by virtue of any liabilityapplicable Law; and (b) no personal liability whatsoever will attach to, obligations, claims be imposed on or causes otherwise incurred by any Related Party of action any party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based uponon, in respect of, arising under, or by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretocreation.

Non-Recourse. All claimsExcept in the case of Company Fraud, obligationsall proceedings (whether in contract or in tort, liabilities and causes of action in law or in equity) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in respect of, arising under, by reason of, or in connection with, or relating in any manner to with this Agreement or as an inducement to enter into this Agreement), may be made only against (and are those solely of) the Persons entities that are expressly identified as parties hereto. Except as provided in the preamble first sentence of this Section 8.19, each party hereby acknowledges and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyagrees that it has no right of recovery against, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor and no personal liability shall attach to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Seller Affiliate, agentthrough the Company, attorney, representative, financing source, heir the Stockholders’ Representative or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreementotherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Purchaser against any Seller Affiliate by the enforcement of any assessment or by any legal or equitable action, by virtue of any Law, or otherwise and each party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty Seller Affiliates. Without limiting Recourse against the foregoing, Company under this Agreement (subject to the maximum extent permitted by Lawlimitations described herein, (aincluding Sections 8.03 and 8.19) each Contracting Party hereby waives shall be the sole and releases exclusive remedy of Purchaser and any and all rightsother Person against the Company or any Seller Affiliate in respect of any losses, claimsliabilities, demands damages, expenses or causes of action that may otherwise be available at Law obligations arising under, or in equityconnection with, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation document, certificate or warranty made by a Nonparty Affiliate ininstrument delivered in connection herewith or therewith, or the Transactions. Purchaser hereby covenants and agrees, on behalf of itself and its Affiliates and representatives, that it and they shall not institute any litigation or bring any other claim arising under, or in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the Transactions, against the Company or any Seller Affiliate or for claims against the Company under this Agreement subject to the limitations described herein. In the event that any provision of the other agreements this Agreement provides that a party hereto shall cause its Affiliates and/or representatives to take any action (or documents refrain from taking any action) or otherwise purports to be entered into among binding on such party’s Affiliates and/or representatives, such party shall be liable for any breach of the Investors, the Parent Entities, the Company Entities such provision by any such Affiliate or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretorepresentative.

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

Non-Recourse. All claims, obligations, liabilities and causes of action based upon, Notwithstanding anything that may be expressed or implied in respect of, arising underthis Agreement, by reason ofits acceptance of this Agreement, each party hereto covenants, acknowledges and agrees that no Person other than the parties hereto shall have any obligation hereunder and that (a) notwithstanding that any of the parties hereto may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection withherewith shall be had against any former, current or relating in future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any manner to this Agreement may be made only against of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (and are those solely of) whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyhereto, including any currentformer, former current or future director, officer, employee, incorporatoragent, memberfinancing source, general or limited partner, manager, management company, member, stockholder, equityholdersecurityholder, Affiliate, agent, attorney, representative, financing source, heir controlling Person or representative or assignee ofof any of the foregoing, or any financial advisor or lender toformer, or successor to, any Contracting Party, or any current, former current or future directorheir, officerexecutor, employeeadministrator, incorporatortrustee, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir successor or assignee of, or any financial advisor or lender to, or successor to, assign of any of the foregoing other than the parties hereto or their respective successors or assignees under the this Agreement (collectivelyany such Person or entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Nonparty AffiliatesRelated Party”)) or any Related Party of the Related Parties of the parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable Proceeding, shall have or by virtue of any liabilityapplicable Law; and (b) no personal liability whatsoever will attach to, obligations, claims be imposed on or causes otherwise incurred by any Related Party of action any party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based uponon, in respect of, arising under, or by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretocreation. [Signature pages follow.]

Non-Recourse. All claimsAnything herein or in any other Financing Document to the contrary notwithstanding, obligationsthe obligations of the Loan Parties under this Agreement and each other Financing Document to which each Loan Party is a party, liabilities and causes any certificate, notice, instrument or document delivered pursuant hereto or thereto, are obligations solely of action based uponsuch Loan Party and do not constitute a debt, in liability or obligation of (and no recourse shall be made with respect of, arising under, by reason of, in connection withto) any of their respective Affiliates (including Sponsor and its Affiliates), or relating in any manner to this Agreement may be made only against shareholder, partner, member, officer, director or employee of the Loan Parties or such Affiliates (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (collectively, the “Contracting Non-Recourse Parties”), except that the foregoing shall not limit the obligations or liabilities of any Non-Recourse Party under any Financing Document to which such Non-Recourse Party is a party. No Person who is not a Contracting Party, including any current, former action under or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation other Financing Document to which each Loan Party is a party shall be brought against any Non-Recourse Party, and no judgment for any deficiency upon the obligations hereunder or warranty made thereunder shall be obtainable by any Secured Party against any Non-Recourse Party, except that the foregoing shall not limit the obligations or liabilities of any Non-Recourse Party under any Financing Document to which such Non-Recourse Party is a Nonparty Affiliate in, in connection with, or as an inducement to this Agreementparty. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements foregoing, it is expressly understood and agreed that nothing contained in this Section shall in any manner or documents way (i) restrict the remedies available to any Agent or Lender to realize upon the US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| Collateral or under any Financing Document, or constitute or be deemed to be entered into among a release of the obligations secured by (or impair the enforceability of) the Liens and security interests and possessory rights created by or arising from any Financing Document or (ii) release, or be deemed to release, any Non-Recourse Party from liability for its own willful misrepresentation, fraudulent actions, gross negligence or willful misconduct or from any of the Investors, the Parent Entities, the Company Entities its obligations or their respective Affiliates in connection with the Transactions against liabilities under any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoFinancing Document to which such Non-Recourse Party is a party.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating in any manner relate to this Agreement or any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement and the other documents delivered pursuant hereto) may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories Parties hereto or thereto. In no event shall any named Party to this Agreement or the other documents delivered pursuant hereto have any shared or vicarious liability for the actions or omissions of any other Person (except to the “Contracting Parties”extent set forth therein). No Person who is not a Contracting Partynamed Party to this Agreement or the other documents delivered pursuant hereto (or a successor or permitted assign to such parties), including without limitation any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, or representative of any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing named Party to this Agreement (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract or in tort, obligationsin law or in equity, claims or causes based upon any theory that seeks to impose liability of action an entity Party against its owners or affiliates) for any obligations or Liabilities arising under, in connection with or related to this Agreement or any other document, certificate or instrument delivered pursuant hereto or for any claim based uponon, in respect of, arising under, or by reason ofof this Agreement or any other document, in connection with, certificate or relating in any manner instrument delivered pursuant hereto (except to this Agreement, whether by the extent set forth therein) or through attempted piercing of the corporate veil, by its negotiation or through a claim by or on behalf of any party execution; and each Party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby thereto waives and releases all such liabilitiesLiabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting The Parties acknowledge and agree that the foregoing, to the maximum extent permitted by Law, (a) each Contracting Non-Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance are intended third-party beneficiaries of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoSection 9.8.

Non-Recourse. All claimsNotwithstanding anything that may be expressed or implied in this Agreement or any Transaction Document or any document, obligationsagreement, liabilities or instrument delivered contemporaneously herewith, and causes notwithstanding the fact that any Party may be a corporation, partnership or limited liability company, each Party, by its acceptance of action based uponthe benefits of this Agreement, on behalf of itself and its applicable Non-Party Affiliates (as defined below) covenants, agrees and acknowledges that no Persons other than the Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any Transaction Document or any documents, agreements, or instruments delivered contemporaneously herewith or in respect of, arising under, by reason of, of any oral representations made or alleged to be made in connection withherewith or therewith shall be had against, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyformer, including any current, former current or future director, officer, employeeagent, Affiliate, manager, assignee, incorporator, membercontrolling Person, fiduciary, representative or employee of any Party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir stockholder or assignee of, member of any Party (or any financial advisor of their successors or lender to, or successor to, any Contracting Party, permitted assignees) or any currentAffiliate thereof or against any former, former current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, membercontrolling Person, fiduciary, representative, general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir manager or assignee of, or any financial advisor or lender to, or successor to, member of any of the foregoing foregoing, in each case, acting in such capacities, but in no case including the Parties (collectivelyeach, but excluding for the avoidance of doubt, the Parties, a “Nonparty AffiliatesNon-Party Affiliate”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim (whether at law or in equity, in contract or tort, or otherwise) by or on behalf of such Party against any party hereto Non-Party Affiliate, by the enforcement of any assessment or by any Proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being agreed and acknowledged that no personal Liability whatsoever shall attach to, andbe imposed on, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available incurred by any Non-Party Affiliate, as such, for any obligations of the applicable Party under this Agreement or the Transactions, under any Transaction Document or any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether at Law law or in equity, in contract or granted tort, or otherwise) based on, in respect of, or by statutereason of, to avoid such obligations or disregard their creation; provided that the entity form forgoing shall not limit the obligations of a Contracting any Non-Party Affiliate under any Transaction Document or any documents, agreements, or instruments delivered contemporaneously herewith or otherwise impose liability required by this Agreement if such Non-Party Affiliate is party to such document, agreement or instrument, but only to the extent of a Contracting the obligations of such Non-Party on Affiliate thereunder. Except to the extent otherwise set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and any Nonparty Affiliateclaim or cause of action of any kind based upon, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationarising out of, or otherwise related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as Parties hereto and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates then only with respect to the performance specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoSection 11.19.

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

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

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

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

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

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

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

Non-Recourse. All claims, obligations, liabilities and causes of action based upon, Notwithstanding anything that may be expressed or implied in respect of, arising underthis Agreement, by reason ofits acceptance of this Agreement, each party hereto covenants, acknowledges and agrees that no Person other than the parties hereto shall have any obligation hereunder and that (a) notwithstanding that any of the parties hereto may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection withherewith shall be had against any former, current or relating in future, direct or indirect director, manager, officer, employee, agent, financing source or Affiliate of any manner to this Agreement may be made only against of the parties hereto, any former, current or future, direct or indirect holder of any equity interests or securities of any of the parties hereto (and are those solely of) whether such holder is a limited or general partner, manager, member, stockholder, securityholder or otherwise), any former, current or future assignee of any of the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyhereto, including any currentformer, former current or future director, officer, employee, incorporatoragent, memberfinancing source, general or limited partner, manager, management company, member, stockholder, equityholdersecurityholder, Affiliate, agent, attorney, representative, financing source, heir controlling Person or representative or assignee ofof any of the foregoing, or any financial advisor or lender toformer, or successor to, any Contracting Party, or any current, former current or future directorheir, officerexecutor, employeeadministrator, incorporatortrustee, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir successor or assignee of, or any financial advisor or lender to, or successor to, assign of any of the foregoing other than the parties hereto or their respective successors or assignees under this Agreement (collectivelyany such Person or entity, other than the parties hereto or their respective successors or assignees under this Agreement, a “Nonparty AffiliatesRelated Party”)) or any Related Party of the Related Parties of the parties hereto whether by the enforcement of any judgment or assessment or by any legal or equitable Proceeding, shall have or by virtue of any liabilityapplicable Law; and (b) no personal liability whatsoever will attach to, obligations, claims be imposed on or causes otherwise incurred by any Related Party of action any party hereto or any Related Party of such party’s Related Parties under this Agreement or any documents or instruments delivered in connection herewith or for any claim based uponon, in respect of, arising under, or by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretocreation.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes of action any Proceeding by any Person based upon, in respect of, arising under, by reason of, in connection with, out of or relating in any manner related to this Agreement may be made only against (and are those solely of) or the Persons that are expressly identified as parties in the preamble and signatories to negotiation, execution or performance of this Agreement (may only be brought against, the “Contracting Parties”)Purchaser, the Merger Sub or the Company and only with respect to the specific obligations set forth herein with respect to the Purchaser, the Merger Sub or the Company. No Person who is not a Contracting Partypast, including any current, former present or future director, officer, employee, incorporator, manager, member, partner, manager, stockholder, equityholdershareholder, Affiliate, agent, attorneyattorney or other Representative of the Purchaser, representative, financing source, heir the Merger Sub or assignee ofthe Company, or any financial advisor of their successors or lender topermitted assigns (each, or successor to, any Contracting a “Non-Recourse Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall will have any liabilityLiability for any obligations of the Purchaser, obligations, claims the Merger Sub or causes of action the Company under this Agreement or any Ancillary Agreement for any claim based uponon, in respect of, arising under, of or by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliatestransactions contemplated hereby. Without limiting the generality of the foregoing, to the maximum extent permitted by applicable Law, (ai) each Contracting Party of the parties hereto hereby waives and releases any and all rights, claims, demands or causes of action or Proceedings that may otherwise be available brought in equity or at Law or in equityLaw, or granted by statute, to avoid or disregard the entity form of a Contracting Party party hereto or otherwise impose liability Liability or other obligation of a Contracting Party any party hereto on any Nonparty AffiliateNon-Recourse Party, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (bii) each Contracting Party party hereto disclaims any reliance upon any Nonparty Affiliates Non-Recourse Party with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything the foregoing, nothing in this Section 10.17 shall preclude any party to any Ancillary Agreement from making any claim thereunder, to the contrary herein, no party hereto hereby waives any right extent permitted therein and pursuant to enforce its rights granted hereunder or granted under the Closing Agreements, terms thereof (and subject to the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement applicable limitations set forth therein). This Section 10.17 is intended to benefit and as specifically amended or superseded may be enforced by the Letter Agreement)Purchaser, the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent EntitiesSub, the Company Entities or their respective Affiliates in connection with the Transactions against any other and each Non-Recourse Party (and each such Person will be a third party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any beneficiary of the terms thereof, against any other party theretothis Section 10.17).

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

Non-Recourse. All claims, obligations, liabilities and causes Any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement may only be made only brought against (and are those solely of) the Persons that are expressly identified named as parties in Parties, and then only with respect to the preamble and signatories to this Agreement (the “Contracting Parties”)specific obligations set forth herein. No Person who is not a Contracting Partyformer, including any current, former current or future direct or indirect equityholders, controlling Persons, stockholders, directors, officers, employees, members, managers, agents, trustees, Affiliates, general or limited partners or assignees of the Parties (except permitted assignees under Section 9.2) or of any former, current or future direct or indirect equityholder, controlling Person, stockholder, director, officer, employee, incorporator, member, partner, manager, stockholderagent, equityholdertrustee, Affiliate, agent, attorney, representative, financing source, heir general or limited partner or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, of any of the foregoing (collectively, “Nonparty Affiliates”), shall but for the avoidance of doubt excluding the Parties) will have any liabilityliability or obligation for any of the representations, obligationswarranties, claims covenants, agreements, obligations or causes liabilities of action any Party under this Agreement or for any Proceeding based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereunder (including the breach, termination or failure to consummate any of the transactions contemplated hereunder), in connection witheach case whether based on contract, tort or relating in strict liability, by the enforcement of any manner to this Agreementassessment, by any legal or equitable Proceeding, by virtue of any statute, regulation or applicable Law or otherwise and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of any party a Party hereto or another Person or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary contained herein, no party hereto hereby waives none of the Seller Related Parties shall have any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter claims against any Debt Financing Source in connection with this Agreement, the Existing Employment Agreement Merger Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and no Debt Financing Source shall have any rights or claims against any Party in connection with this Agreement, the Merger Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following consummation of the Merger (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Merger Agreement), the Merger Agreement foregoing will not limit the rights of the parties to the Debt Financing under any commitment letter related thereto. Notwithstanding any other provision herein, no Debt Financing Source nor any Affiliate of any Debt Financing Source, nor any officer, director, employee, agent, controlling person, advisor or other representative of the foregoing or any successor or permitted assign of any of the other agreements foregoing shall be liable for any indirect, special, punitive or documents to be entered into among consequential damages (including, without limitation, any loss of the Investorsprofits, the Parent Entities, the Company Entities business or their respective Affiliates anticipated savings) in connection with the Transactions against any other party theretoFinancing, and any exhibits, schedulesthe Transactions, or other attachment thereto and with respect to any documentation implementing any activities related to the Financing, including the preparation of the terms thereof, against any other party theretoCommitment Letters and the Fee Letters.

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

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes of action any Action that may be based upon, in respect of, arising arise under, out of or by reason of, in connection with, be connected with or relating relate in any manner to this Agreement, or the negotiation, execution, performance or breach, of this Agreement, including, any representation or warranty made or alleged to have been made in, in connection with or as an inducement to, this Agreement (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made only or asserted against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties hereto in the preamble to and signatories to signature pages of this Agreement (and solely in their capacities as such and against Guarantor as provided in the “Contracting Parties”)Guarantee. No Person who is not a Contracting Partyparty hereto (including, including (a) any currentformer, former current or future directordirect or indirect equity holder, officercontrolling Person, employeemanagement company, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholderagent, Affiliate, agentassignee, attorney, representative, financing source, heir attorney or assignee representative of, or and any financial advisor or lender toto (all above-described Persons in this sub-clause (a), or successor to, any of the foregoing (collectively, “Nonparty AffiliatesAffiliated Persons”) a party hereto or any Affiliate of such party, and (b) any Affiliated Persons of such Affiliated Persons but specifically excluding the parties hereto and the Guarantor (the Persons in sub-clauses (a) and (b), shall together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the parties hereto and the Guarantor and any Acquiring Person (as defined in the Guarantee), “Non-Parties”) will have any liability, obligations, claims or causes of action based upon, liability whatsoever in respect of, based upon or arising under, by reason ofout of any Recourse Theory under this Agreement. Without limiting the rights of any party hereto against the other parties hereto as set forth herein, in connection withno event will any party hereto, any of its Affiliates or relating in any manner to this AgreementPerson claiming by, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations them institute any Action under any Recourse Theory against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this AgreementNon-Party. Notwithstanding anything to the contrary hereinin this Section 10.11, no party hereto hereby waives nothing herein shall be deemed to limit any right to enforce its rights granted hereunder liabilities or granted other obligations of the Guarantor or any Acquiring Person under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoGuarantee.

Non-Recourse. All claimsNotwithstanding anything to the contrary in this Agreement, obligations, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to (a) this Agreement may only be enforced against, and any action, dispute, claim, suit or other proceeding for breach of this Agreement may only be made only against (and are those solely of) against, the Persons that are expressly identified as herein and/or are parties in hereto, (b) none of (i) the preamble former, current and signatories to this Agreement (future Affiliates, directors, officers, managers, employees, advisors, representatives, shareholders, members, managers, partners, successors and assigns of the “Contracting Parties”). No Person who is not a Contracting PartyInvestor Members or any Affiliate thereof or any former, including any currentcurrent and future Affiliate, former or future director, officer, manager, employee, incorporatoradvisor, representative, shareholder, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, and assign of any of the foregoing (collectively, “Nonparty Investor Related Parties”) or (ii) the former, current and future Affiliates, directors, officers, managers, employees, advisors, representatives, shareholders, members, managers, partners, successors and assigns of the Parent Members or any Affiliate thereof or any former, current and future Affiliate, director, officer, manager, employee, advisor, representative, shareholder, member, manager, partner, successor and assign of any of the foregoing (together with the Investor Related Parties, the “Member Related Parties”), ) shall have any liabilityliability for any liabilities or obligations of the parties hereto for any action, obligationsdispute, claims claim, suit or causes other proceeding (whether in tort, contract or otherwise) for breach of action based upon, this Agreement or in respect of, arising under, by reason of, of any representations made or alleged to be made in connection withherewith, (c) the Company or relating any other Member or their respective Affiliates shall have no rights of recovery in respect hereof against any manner Member Related Party and (d) no personal liability shall attach to this Agreementany Member Related Party through the Members or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim an action, dispute, claim, suit or other proceeding (whether in tort, contract or otherwise), by or on behalf the enforcement of any party hereto judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise; provided that, andfor the avoidance of doubt, to nothing in this Section 14.14 shall restrict or limit the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and rights or obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted Person under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoTransaction Agreement to which such Person is a party.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligationsand any claim, liabilities and causes of action obligation, liability, action, suit or other legal proceeding (whether in contract or tort, in law or in equity, or granted by statue) based upon, in respect arising out of, arising under, by reason ofor related to this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), or the negotiation, execution or performance of this Agreement, may only be made only brought against (and are those solely of) the Persons entities that are expressly identified named as parties in hereto and only with respect to the preamble and signatories to this Agreement (the “Contracting Parties”)specific obligations set forth herein. No Person who is not a Contracting Partypast, including any current, former present or future director, officer, employee, incorporator, manager, member, partner, manager, stockholder, equityholdershareholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee ofother representative of any party hereto of or any Affiliate of any party hereto, or any financial advisor or lender topast, or successor to, any Contracting Party, or any current, former present or future director, officer, employee, incorporator, manager, member, partner, manager, stockholder, equityholdershareholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee ofother representative of any of the foregoing, or any financial advisor of their successors or lender to, or successor to, any of the foregoing permitted assigns (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims liability (whether in contract or causes of action based upontort, in respect of, arising under, by reason of, law or in connection withequity, or relating in granted by statute) for any manner to this Agreement, whether by obligations or through attempted piercing of the corporate veil, by or through a claim by or on behalf liabilities of any party hereto under this Agreement or otherwisefor any claim or Action based on, in respect of or by reason of the transactions contemplated hereby, and, to the maximum extent permitted by Lawlaw, each Contracting Buyer Party and Seller Party hereby waives and releases all such liabilities, claims, causes of action and obligations obligation against any such Nonparty AffiliatesAffiliate. Without limiting the foregoing, to To the maximum extent permitted by Lawlaw, (a) each Contracting Buyer Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Seller Party or otherwise impose liability of a Contracting Seller Party under this Agreement on any Nonparty AffiliateAffiliate (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, undercapitalizationundercapitalization or otherwise, 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 Contracting Buyer Party disclaims any reliance upon any Nonparty Affiliates (including without limitation any Shareholder) with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, with or as an inducement to this Agreement. Notwithstanding anything herein to the contrary hereincontrary, no party hereto hereby waives (i) nothing herein shall affect any right to enforce its rights granted hereunder or granted of a Buyer Party under the Closing Agreements, the Governance Agreements, the Letter any Non-Compete Agreement, the Existing Employment Agreement (as defined in the Letter 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 as specifically amended or superseded by the Letter Agreement), the Merger Agreement or (iii) nothing herein shall affect any rights of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions a Buyer Party against any other party thereto, and Person in respect of fraud (or the ability to demonstrate any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms element thereof, against any other party thereto) by such Person.

Non-Recourse. All claimsNotwithstanding anything to the contrary contained herein, obligationsthis Agreement may only be enforced against, liabilities and any claims or causes of action that may be based upon, in respect of, arising under, by reason of, in connection witharise out of or relate to the non-performance of this Agreement, or relating in any manner to the negotiation, execution or performance of this Agreement or the Transactions contemplated hereby, may only be made only against (the entities and are those solely of) the Persons that are expressly identified as parties Parties in the preamble their capacities as such and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno former, including any current, former current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir agent or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesNon-Recourse Party”), ) shall have any liabilityliability for any obligations or liabilities of the Parties or for any claim (whether in tort, obligations, claims contract or causes of action otherwise) based uponon, in respect of, arising under, or by reason of, the Transactions contemplated hereby or in respect of any representations made or alleged to be made in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliatesherewith. Without limiting the foregoingrights of any Party against the other Parties hereto, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases in no event shall any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability any of a Contracting Party on its Affiliates seek to enforce this Agreement against, make any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance claims for breach of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection withagainst, or as an inducement seek to recover monetary damages from, any Non-Recourse Party (including any of the Sponsor Parties) under this Agreement. Notwithstanding anything to Nothing herein precludes the contrary hereinParties or any Non-Recourse Parties from exercising any rights, no party hereto hereby waives and nothing herein shall limit the liability or obligations of any right to enforce its rights granted hereunder or granted Non-Recourse Party, in each case under the Closing Voting Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement Stockholders Agreements or any of the other agreements agreement to which they are specifically a party or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other an express third party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms beneficiary thereof, against any other party thereto.

Non-Recourse. All claimsNotwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, the Investor and Parent each covenant, agree and acknowledge that no Persons other than the Parties hereto have any liabilities, obligations, liabilities commitments (whether known or unknown or whether contingent or otherwise) hereunder, and causes that each Party has no right of action based upon, in respect of, arising under, by reason of, in connection withrecovery under this Agreement, or relating in any manner to this Agreement may be made only against (claim based on such liabilities, obligations, commitments against, and are those solely of) no personal liability shall attach to, the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyformer, including any current, former current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of either Party or any former, current or future equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Affiliate or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Nonparty AffiliatesNon-Recourse Party”), shall have any liability, obligations, claims through the other Party or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreementotherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the other Party against any party hereto Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Law, or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to no claim will be brought or maintained by the maximum extent permitted by LawShareholder, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement Parent or any representation of its Affiliates or warranty made by any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Nonparty Affiliate in, in connection with, or as an inducement Party to this Agreement. Notwithstanding anything to the contrary herein, and no party hereto hereby waives any right to enforce its rights granted hereunder recourse will be brought or granted under the Closing Agreementsagainst any of them, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined by virtue of or based upon any alleged misrepresentation or inaccuracy in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement breach or nonperformance of any of the representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement, any exhibit or schedule hereto, any other agreements document contemplated hereby or documents to be entered into among any certificate, instrument, opinion, agreement or other document of the Investors, the Parent Entities, the Company Entities other Party or their respective Affiliates in connection with the Transactions against any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any beneficiaries of the terms thereof, against any other party theretothis Section 11.13.

Non-Recourse. All claimsThis Agreement may only be enforced against the named Parties hereto (subject to the terms, obligationsconditions and other limitations set forth herein), liabilities and (i) all claims or causes of action that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating in any manner relate to this Agreement or the negotiation, execution or performance of this Agreement may only be made only against (and are those solely of) the Persons that are expressly identified as parties the Parties hereto, (ii) except as provided in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyany Support Agreement, including any currentno past, former present or future director, manager, officer, employee, incorporator, member, member general partner, manager, stockholderlimited partner, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholdertrustee, Affiliate, agent, attorney, representative, financing source, heir agent attorney or assignee of, other Representative of any party thereto (including any person negotiating or any financial advisor or lender to, or successor to, any executing this Agreement on behalf of the foregoing (collectively, “Nonparty Affiliates”), a party thereto) shall have any liability, obligations, claims liability or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates obligation with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements Transaction documents or documents with respect to be entered into among any claim or cause of action that may arise out of or relate to this Agreement or any of the Investorsother Transaction documents, or the negotiation, execution or performance of this Agreement and (iii) in no event will the Company seek or obtain, nor will it permit any of its Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Parent Related Party (including any Non-Recourse Parent Party as defined in the Equity Commitment Letter) with respect to this Agreement, the Parent EntitiesEquity Commitment Letter or the Limited Guarantee or the Transactions contemplated hereby and thereby (including any breach by the Equity Financing Parties, the Company Entities Guarantors, Parent or their respective Affiliates in connection with Merger Sub), the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Legal Requirements arising out of any such breach, termination or failure, in each case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (B) and (C), in all respects to the limitations set forth in Section 7.3(a), Section 7.3(f), Section 8.5(c) and this Section 7.3(h)): (A) against any other Person that is party theretoto, and solely pursuant to the terms and conditions of, the Confidentiality Agreement or any exhibitsSupport Agreement; (B) against Parent, schedulesMerger Sub or the Guarantors (without duplication) to the extent expressly provided for in this Agreement, or other attachment thereto with respect to the Guarantors, pursuant to the terms and any documentation implementing any conditions of the Limited Guarantee; and (C) against the equity providers party to the Equity Commitment Letter for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and pursuant to the terms thereofand conditions of, against any other party theretothe Equity Commitment Letter.

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

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

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and any claims or causes of action that may be based upon, in respect arise out of, arising under, by reason of, in connection withor relate to this Agreement, or relating in any manner to the negotiation, execution, or performance of this Agreement Agreement, may only be made only against (against, the signatories hereto, and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno former, including current or future direct or indirect equity holders, controlling Persons, directors, officers, employees, general or limited partners, members, managers, advisors, agents, or Affiliates of any signatory hereto, or any former, current, former or future direct or indirect equity holder, controlling Person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, equityholder, Affiliateadvisor, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesNon-Recourse Party”), shall ) will have any liabilityliability for any obligations or liabilities of the signatories to this Agreement or for any claim (whether in tort, obligationscontract, claims or causes otherwise, by the enforcement of action any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation, or other applicable Law) based uponon, in respect of, arising under, or by reason of, in connection with, or relating in any manner to this Agreement, whether the transactions contemplated hereby, or any oral representations made or alleged to be made in connection herewith, it being expressly agreed and acknowledged that no personal liability whatsoever will attach to, be imposed on, or otherwise be incurred by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Non-Recourse Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliatesin connection therewith. Without limiting the foregoingrights of any Person against the other signatories hereto, in no event will any signatory hereto, and each such signatory agrees to the maximum extent permitted by Lawcause its Affiliates not to, (a) each Contracting Party hereby waives and releases seek to enforce this Agreement against, make any and all rights, claims, demands or causes claims for breach of action that may otherwise be available at Law or in equitythis Agreement against, or granted by statuteseek to recover monetary damages in connection with this Agreement from, any Non-Recourse Party. None of the signatories hereto will assert or permit any other Person (including any stockholder of such Person) to avoid assert or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect threaten to the performance of assert that this Agreement or any representation or warranty made by a Nonparty Affiliate inpart hereof is invalid, in connection withillegal, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretounenforceable.

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

Non-Recourse. All claimsNotwithstanding anything to the contrary in this Agreement, obligations, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement and any other Transaction Document may only be enforced against, and any Action for breach of this Agreement or any other Transaction Document may only be made only against (and are those solely of) against, the Persons entities that are expressly identified herein as parties in the preamble and signatories to this Agreement (or such other Transaction Document and none of the “Contracting Parties”). No Person who is not a Contracting Partyformer, including current and future Affiliates, directors, officers, managers, employees, advisors, Representatives, shareholders, members, managers, partners, successors and assigns of any currentparty hereto or any Affiliate thereof or any former, former or current and future Affiliate, director, officer, manager, employee, incorporatoradvisor, Representative, shareholder, member, partner, manager, stockholderpartners, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, and assign of any of the foregoing (collectively, “Nonparty Affiliates”), Related Parties” XE "Related Parties” \t “10.15” ) that is not a party hereto or thereto shall have any liabilityLiability for any Liabilities of the parties hereto or thereto for any Proceeding (whether in tort, obligationscontract or otherwise) for breach of this Agreement, claims such Transaction Document or causes of action based upon, in respect of, arising under, by reason of, of any oral representations made or alleged to be made in connection withherewith or therewith, and none of the parties hereto or relating thereto shall have any rights of recovery in respect hereof against any manner Related Party that is not a party hereto or thereto and no personal Liability shall attach to this Agreementany Related Party that is not a party hereto or thereto through any party hereto, thereto or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim an Action (whether in tort, contract or otherwise) by or on behalf of a party hereto against any Related Party that is not a party hereto or otherwisethereto, andby the enforcement of any judgment, to the maximum extent permitted fine or penalty or by Lawvirtue of any statute, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands regulation or causes of action that may otherwise be available at other applicable Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreementotherwise. Notwithstanding anything to the contrary hereinin this Section 10.15, no nothing in this Section 10.15 shall be deemed to limit an Action for Fraud or any Liabilities of, or claims against, any party hereto hereby waives to any Transaction Document or serve as a waiver of any right on the part of any party to enforce its rights granted hereunder or granted under the Closing Agreementssuch Transaction Document to initiate any Action permitted pursuant to, and in accordance with, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any specific terms of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretosuch Transaction Document.

Non-Recourse. All claims, obligations, liabilities and causes Any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement may only be made only brought against (and are those solely of) the Persons that are expressly identified named as parties hereto, and then only with respect to the specific obligations set forth in this Agreement. Other than the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting PartyGuarantors under their respective Guarantees, including any currentno former, former current or future directordirect or indirect equity holders, officercontrolling Persons, employeestockholders, incorporatorrepresentatives, members, managers, Affiliates, general or limited partners or assignees of any party hereto, the Guarantors or of any former, current or future direct or indirect equity holder, controlling Person, stockholder, representative, member, partner, manager, stockholder, equityholdergeneral or limited partner, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, of any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liabilityliability or obligation for any of the representations, obligationswarranties, claims covenants, agreements, obligations or causes liabilities of action the parties hereto under this Agreement or of or for any action, suit, arbitration, claim, litigation, investigation, or proceeding based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby (including the breach, termination or failure to consummate such transactions), in connection witheach case whether based on contract, tort or relating in strict liability, by the enforcement of any manner to this Agreementassessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through attempted piercing of the corporate corporate, limited liability company or partnership veil, by or through a claim by or on behalf of any a party hereto or another Person (including a claim to enforce the Commitment Letters) or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives the Company agrees on behalf of itself and its Affiliates and their respective members, partners, stockholders, agents, attorneys, advisors or representatives that none of the Financing Sources shall have any right liability (whether in contract, tort, equity or otherwise) to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger any such person relating to this Agreement or any of the other agreements transactions contemplated herein (including the Debt Financing), waives any rights or documents to be entered into among claims against any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates Financing Source in connection with this Agreement (and the Transactions transactions contemplated hereby), the Debt Commitment Letter or the Debt Financing (including the transactions contemplated thereby), whether at law or equity, in contract, in tort or otherwise, and agrees not to commence any action, arbitration, audit hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any other party thereto, Financing Source in connection with this Agreement or the transactions contemplated hereunder (including relating to the Debt Financing (including the transactions contemplated thereby) or the Debt Commitment Letter). This Section 9.12 is intended to benefit and any exhibits, schedules, or other attachment thereto may be enforced by the Financing Sources and any documentation implementing any shall be binding on all successor and assigns of the terms thereof, against any other party theretoCompany.

Non-Recourse. All claims(a) Except in the case of recourse against Seller with respect to Fraud as expressly provided in Section 6.13, obligationsnotwithstanding anything to the contrary contained herein or otherwise, liabilities this Agreement and causes of action the Ancillary Agreements may only be enforced against, and any Proceeding that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating in any manner relate to this Agreement or the Ancillary Agreements, or the negotiation, execution or performance of this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby may only be made only against (and are those solely of) against, the Persons that are expressly identified as parties in the preamble and signatories Parties to this Agreement (or parties to the “Contracting Parties”). No applicable Ancillary Agreements, as the case may be, it being understood and agreed that no Person who that is not a Contracting PartyParty to this Agreement or a party to any Ancillary Agreement shall have any liability with respect to any contractual obligation to which such Person is not a party, including any currentand no former, former current or future stockholders, equityholders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any Party or any party to the applicable Ancillary Agreement, or any former, current or future direct or indirect stockholder, equityholder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir agent or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesNon-Party”), ) shall have any liability, obligations, claims liability for any obligations or causes liabilities of action based upon, in respect of, arising under, by reason of, in connection withthe Parties or any party to the applicable Ancillary Agreement, or relating for any Proceeding (whether in any manner to this Agreementtort, whether by or through attempted piercing of the corporate veilcontract, by or through a claim by or on behalf of any party hereto or otherwiselaw, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or otherwise) based on theories on, arising out of equityor relating to, agencythis Agreement or the applicable Ancillary Agreement or the negotiation, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, execution or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger applicable Ancillary Agreement or any transactions contemplated hereby or thereby or in respect of any representations or warranties made or alleged to be made in connection herewith. Without limiting the rights of any Party against the other agreements Parties, in no event shall any Party or documents to be entered into among any of the Investorsits Affiliates seek to enforce this Agreement against, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against make any other party thereto, and any exhibits, schedulesclaims for breach of this Agreement against, or other attachment thereto and seek to recover monetary damages from, any documentation implementing any of the terms thereof, against any other party theretoNon-Party.

Non-Recourse. All claimsNotwithstanding anything to the contrary that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, obligationsand notwithstanding the fact that Holder or any of its successors or permitted assignees may be a partnership, liabilities limited liability company or similar domestic or foreign entity, Parent by its acceptance of the benefits of this Agreement, covenants, agrees and causes acknowledges that no person other than Holder and its successors and permitted assignees shall have any obligation hereunder and that it has no rights of action based uponrecovery against, in respect ofand no recourse hereunder or under this Agreement, arising underthe Merger Agreement, by reason ofthe JBA, ▇▇▇▇▇▇’s ECL (if any) or any documents or instruments delivered in connection withherewith or therewith shall be had against, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyformer, including any current, former current or future director, officer, employeeagent, incorporatorAffiliate, membermanager or employee of Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir equityholder or assignee of, member of Holder (or any financial advisor of its successors or lender to, or successor to, any Contracting Party, assignees) or any currentAffiliate or related party thereof or against any former, former current or future director, officer, agent, employee, incorporatorAffiliate, memberrelated party, assignee, general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir manager or assignee of, or any financial advisor or lender to, or successor to, member of any of the foregoing (collectivelyeach, other than ▇▇▇▇▇▇ and its successors and permitted assignees, a “Nonparty AffiliatesHolder Affiliate”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of ▇▇▇▇▇▇ against the Holder Affiliates, by the enforcement of any party hereto assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives ; provided that (and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding notwithstanding anything to the contrary herein, no party hereto hereby waives provided herein or in any right to enforce its rights granted hereunder document or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreementinstrument delivered contemporaneously herewith), (A) nothing herein shall limit the Merger Agreement or any rights of each of the other agreements or documents parties to be entered into among any the JBA (other than Holder) against Holder under the JBA pursuant to the terms and conditions of the InvestorsJBA, and (B) nothing herein shall limit the rights of each of the other parties to the JBA (other than Holder) and Parent Entitiesagainst Holder (or with respect to any assignee hereof) as a third-party beneficiary under ▇▇▇▇▇▇’s ECL (if any) pursuant to the terms and conditions thereof. The parties hereto expressly agree and acknowledge that no liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Holder Affiliate, as such, for any obligations of Holder under this Agreement or the Company Entities transactions contemplated hereby, under any documents or instruments delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretocreation.

Non-Recourse. All claimsExcept to the extent otherwise expressly provided herein, obligationsthis Agreement may only be enforced against, liabilities and causes of action any Claim based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the Financing, or the negotiation, execution or performance of this Agreement, may only be made only brought against (and are those solely of) the Persons entities that are expressly identified named as parties in hereto and then only with respect to the preamble and signatories specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (the “Contracting Parties”). No Person who is not a Contracting PartyAgreement, including any currentor as otherwise expressly provided herein, former no past, present or future director, officer, employee, incorporator, manager, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee ofother Representative of any party hereto or any Lender or of any Affiliate of any party hereto or any Lender, or any financial advisor of their successors or lender topermitted assigns, shall have any liability (whether in contract, tort, equity or successor tootherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of any Contracting Partyof any party hereto under this Agreement or for any claim based on, in respect of or by reason of the transactions contemplated hereby. Without limiting the foregoing, no claim will be brought or maintained by Buyer or any current, former other Buyer Indemnified Person or any of their respective successors or permitted assigns against any present or future directorequity holder, officer, employee, incorporatorstockholder, member, partner, manager, stockholderdirector, equityholderofficer, employee (present or former), Affiliate, agent, attorney, representative, financing source, heir agent or assignee of, or Representative of any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner party which is not otherwise expressly identified as party to this Agreement, whether and no recourse will be brought or granted against any of them, by virtue of or through attempted piercing based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the corporate veilrepresentations, by warranties, covenants or through a claim by or on behalf agreements of any party hereto set forth or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or contained in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation exhibit or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party schedule hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretocertificate delivered hereunder.

Non-Recourse. All claims(a) This Agreement may only be enforced against, obligations, liabilities and causes of action any Claim or Action based upon, in respect arising out of, arising under, by reason of, in connection withor related to this Agreement, or relating in any manner to the negotiation, execution or performance of this Agreement Agreement, may only be made only brought against (and are those solely of) the Persons entities or persons that are expressly identified named as parties in hereto and then only with respect to the preamble and signatories specific obligations set forth herein with respect to this Agreement (the “Contracting Parties”)such party. No Person who is not a Contracting Partypast, including any current, former present or future director, officer, manager, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, affiliate of any party or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing their respective Affiliates (collectively, “Nonparty Affiliates”), unless such Affiliate is expressly a party to this Agreement) shall have any liabilityliability (whether in contract or in tort) for any obligations or liabilities of such party arising under, obligations, claims in connection with or causes of action related to this Agreement or for any claim based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby; provided, however, that nothing in connection withthis Section 15.16 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement. (b) Notwithstanding anything to the contrary contained herein, no Debt Financing Source shall have any liability to the Seller Related Parties (other than the Purchaser), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, in contract, tort or otherwise, for any obligations or liabilities of the Seller Related Parties hereto or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby (including any dispute arising out of, or relating in any manner to this Agreementway to, whether by the Debt Financing, the Debt Commitment Letter or through attempted piercing the performance thereof) and neither the Principal, Seller Affiliate, the Sellers, Purchaser or any Affiliate of any of the corporate veil, by or through a claim by or on behalf foregoing shall be entitled to seek specific performance of any party hereto rights of Purchaser or otherwiseany Affiliate thereof to cause the Debt Financing to be funded; provided that, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting notwithstanding the foregoing, to nothing in this Section 15.16(b) shall in any way limit or modify the maximum extent permitted by Law, (a) each Contracting Party hereby waives rights and releases any and all rights, claims, demands or causes obligations of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of Purchaser under this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Debt Commitment Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any Debt Financing Source’s obligations to Purchaser under the Debt Commitment Letter. No Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoa tortious nature.

Non-Recourse. All claimsExcept as expressly set forth in this Agreement or any Ancillary Agreement and excluding any claims or remedies of a party to this Agreement for Fraud against a Person that committed such Fraud or participated in such Fraud, obligationsall obligations or Actions (whether in contract or in tort, liabilities and causes of action in Law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, by reason of, in connection be connected with, or relating in any manner relate to this Agreement, or the negotiation, execution or performance of this Agreement and the transactions contemplated hereby, may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement or any Ancillary Agreement, including the Support Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or representative assignee of, or and any financial advisor or lender to, or successor to, any of the foregoing foregoing, but excluding any director, officer or employee of any Company Entity not otherwise affiliated with or employed by CD&R (collectively, the “Nonparty AffiliatesNon-Recourse Parties”), shall will have any liability, obligations, claims Liability (whether in contract or causes of action based uponin tort, in respect ofLaw or in equity, or granted by statute) for any Actions arising under, by reason of, in connection with, or relating related to this Agreement or the transactions contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach of this Agreement and the transactions contemplated hereby (whether sounding in contract or tort, or whether at law or in equity, on public policy grounds, under any manner Law (including under securities Laws or RICO), for conspiracy, aiding or abetting or other similar claim (including with respect to a claim permitted against a party to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto ) or otherwise), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action Actions and obligations against any such Nonparty AffiliatesNon-Recourse Parties, in each case, other than with respect to any claims pursuant to any Ancillary Agreement and any claims or remedies for Fraud against a Person that committed such Fraud or participated in such Fraud. Without limiting In furtherance of the foregoing, effective as of the Closing, Buyer hereby waives, releases and covenants not to ▇▇▇ on its own behalf and on behalf of its Non-Recourse Parties, to the maximum fullest extent permitted by under applicable Law, (a) each Contracting Party hereby waives Seller and releases its Non-Recourse Parties, whether in any individual, corporate or any other capacity, from and against any and all other rights, claims, demands or claims and causes of action that Buyer and its Non-Recourse Parties may otherwise be available at Law have against Seller and its Non-Recourse Parties relating (directly or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (bindirectly) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance subject matter of this Agreement or the transactions contemplated hereby (including relating to any representation exhibit, the Seller Disclosure Letter or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted document delivered hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended any failure to obtain any consent or superseded by the Letter Agreement), the Merger Agreement or authorization from any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates Person in connection with the Transactions transactions contemplated hereby) or the ownership or operation of the Company Entities prior to the Closing, including whether arising under or based upon any Law (including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or any other Environmental Laws) or otherwise and including any rights to rescission of the transactions contemplated hereby and including any rights of contribution, indemnification, reimbursement or other similar rights, other than (i) claims against Seller surviving pursuant to Section 8.01, (ii) claims pursuant to any Ancillary Agreement and (iii) any claims against a Person that committed or participated in Fraud. The parties hereto agree that the limits imposed on Buyer’s and its Non-Recourse Parties’ remedies with respect to this Agreement and the transactions contemplated hereby (including this Section 8.02) were specifically bargained for between sophisticated parties and were specifically taken into account in the determination of the amounts to be paid to Seller hereunder. Buyer agrees on behalf of itself and each of its Non-Recourse Parties not to avoid or attempt to avoid the limitations on liability set forth in this Agreement by (i) seeking damages for breach of contract, tort or pursuant to any other theory of liability or asserting any claim against any of Seller’s or the Company Entities’ Non-Recourse Parties for conspiracy, aiding or abetting or other theory of liability with respect to a claim that may be asserted against a party theretoto this Agreement all of which are hereby irrevocably waived or (ii) asserting or threatening any claim against any Person that is not a party hereto (or a successor to a party hereto) for breaches of the representations, warranties, covenants or agreements contained in this Agreement, in each case, other than with respect to any claims pursuant to any Ancillary Agreement and any exhibits, schedules, claims or other attachment thereto and any documentation implementing any of the terms thereof, remedies for Fraud against any other party theretoa Person that committed such Fraud or participated in such Fraud.

Non-Recourse. All claimsNotwithstanding anything to the contrary in this Agreement, obligations, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may only be enforced against, and any Proceeding for breach of this Agreement may only be made only against (and are those solely of) against, the Persons entities that are expressly identified herein as parties in the preamble and signatories to this Agreement (other than with respect to claims of a Purchaser Indemnified Party) and none of the “Contracting Parties”). No Person who is not a Contracting Partyformer, including current and future Affiliates, directors, officers, managers, employees, advisors, Representatives, shareholders, members, managers, partners, successors and assigns of any currentparty hereto or any Affiliate thereof or any former, former or current and future Affiliate, director, officer, manager, employee, incorporatoradvisor, Representative, shareholder, member, partner, manager, stockholderpartners, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, and assign of any of the foregoing (collectively, “Nonparty AffiliatesRelated Parties”), ) that is not a party hereto shall have any liabilityLiability for any Liabilities of the parties hereto for any Proceeding (whether in tort, obligations, claims contract or causes otherwise) for breach of action based upon, this Agreement or in respect of, arising under, by reason of, of any oral representations made or alleged to be made in connection withherewith, none of the parties hereto shall have any rights of recovery in respect hereof against any Related Party that is not a party hereto and no personal Liability shall attach to any Related Party that is not a party hereto through any party hereto or relating in any manner to this Agreementotherwise, whether by or through attempted piercing of the corporate veil, by or through a claim Proceeding (whether in tort, contract or otherwise) by or on behalf of any a party hereto against any Related Party that is not a party hereto, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary hereinin this Section 10.14, no nothing in this Section 10.14 shall be deemed to limit any Liabilities of, or claims against, any party hereto hereby waives to any Transaction Document or serve as a waiver of any right on the part of any party to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement such Transaction Document (as defined x) in the Letter Agreement case of Fraud and as specifically amended or superseded by the Letter Agreement)(y) to initiate any Proceeding permitted pursuant to, the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates and in connection accordance with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any specific terms of the terms thereof, against any other party theretosuch Transaction Document.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes any claim or cause of action based upon, in respect of, arising under, by reason of, in connection with, out of or relating in any manner related to this Agreement may only be made only against (and are those solely of) brought against, the Persons that are expressly identified named as parties in the preamble and signatories Parties to this Agreement (Agreement. Except to the “Contracting Parties”). No Person who is not extent a Contracting PartyParty to this Agreement, including any currentno past, former present or future director, officer, employee, incorporatorequityholder, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholderemployee 115787664v1 (present or former), Affiliate, agentfinancing source or agent or representative of any Party to this Agreement will have any Liability (whether in contract, attorneytort, representative, financing source, heir equity or assignee of, or any financial advisor or lender to, or successor to, otherwise) for any of the foregoing (collectivelyrepresentations, “Nonparty Affiliates”)warranties, shall have covenants, agreements or other obligations or Liabilities of any liability, obligations, claims of the Parties to this Agreement or causes of action for any claim based upon, in respect of, arising under, by reason of, in connection with, out of or relating in any manner related to this Agreement, whether by Agreement or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliatestransactions contemplated hereby. Without limiting the foregoing, to no claim will be brought or maintained by Parent, Buyer, the maximum extent Company, Seller or any of its respective successors or permitted by Lawassigns against any officer, director, manager, employee (a) each Contracting Party hereby waives and releases any and all rightspresent or former), claimsequityholder, demands partner, financing source or causes of action that may otherwise be available at Law or in equityAffiliate, or 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 statute, to avoid or disregard the entity form virtue of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the performance representations, warranties, covenants or agreements of any Party set forth or contained in this Agreement or any representation Exhibit or warranty made by a Nonparty Affiliate inSchedule hereto or any certificate delivered hereunder or otherwise in relation to this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, in connection with, or as an inducement no event shall the limitations in this Section 10.18 apply to this Agreement. Notwithstanding anything to claims for Fraud against the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoParty who committed such Fraud.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes of action any claim or suit based upon, in respect ofon, arising under, by reason of, in connection with, out of or relating in any manner related to this Agreement or the negotiation, execution or performance of this Agreement may only be made only against (and are those solely of) brought against, the Persons that are expressly identified as parties in the preamble and signatories named Parties to this Agreement (and then only with respect to the “Contracting Parties”)specific obligations set forth herein with respect to the named Parties to this Agreement. No Person who is not a Contracting Partynamed party to this Agreement, including any currentpast, former present or future director, manager, officer, employee, incorporator, member, partner, manager, stockholder, direct or indirect equityholder, AffiliateAffiliate or Representative of the Corporation, agentthe Vendor or any of their respective Affiliates will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to the Purchaser or any other Person resulting from (nor will the Purchaser have any claim with respect to) (i) the distribution to the Purchaser or its Representatives or the Purchaser’s or its Representatives’ use of or reliance on any information, attorneydocuments, representativeprojections, financing source, heir forecasts or assignee other material made available to Purchaser in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement or (ii) any financial advisor claim based on, in respect of or lender toby reason of the sale and purchase of the Corporation, including any alleged non-disclosure or misrepresentations made by any such Persons or other Persons, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or successor to, any Contracting Partywhether at law or in equity, or otherwise; and each Party waives and releases all such liabilities and obligations against any currentsuch Persons. No Person who is not a named party to this Agreement, former including any past, present or future director, manager, officer, employee, incorporator, member, lender, partner, manager, stockholder, direct or indirect equityholder, Affiliate, agent, attorney, representative, financing source, heir Affiliate or assignee of, Representative of the Purchaser or any financial advisor of their respective Affiliates will have or lender to, be subject to any liability or successor to, indemnification obligation (whether in contract or in tort) to the Vendor or any of other Person resulting from (nor will the foregoing (collectively, “Nonparty Affiliates”), shall Vendor have any liability, obligations, claims or causes of action claim with respect to) any claim based uponon, in respect of, arising under, of or by reason ofof the sale and purchase of the Corporation, or the financing thereof, including any alleged non-disclosure or misrepresentations made by any such Persons or other Persons, in connection witheach case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or relating whether at law or in any manner to this Agreementequity, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, ; and each Contracting Party hereby waives and releases all such liabilities, claims, causes of action liabilities and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoPersons.

Non-Recourse. All claimsExcept to the extent otherwise set forth in the Escrow Agreement or as otherwise expressly provided herein, obligationsthis Agreement may only be enforced against, liabilities and causes of action any claim based upon, in respect arising out of, arising under, by reason of, in connection withor related to this Agreement, or relating in any manner to the negotiation, execution or performance of this Agreement Agreement, may only be made only brought against (and are those solely of) the Persons entities that are expressly identified named as parties in Parties and then only with respect to the preamble and signatories specific obligations set forth herein with respect to such Party. Except to the extent a named Party to this Agreement (Agreement, the “Contracting Parties”). No Person who is not a Contracting PartyEscrow Agreement, including any currentor as otherwise expressly provided herein, former no past, present or future director, officer, employee, incorporator, manager, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, other Representative of any Party or of any financial advisor or lender to, or successor to, Affiliate of any Contracting Party, or any currentof their successors or permitted assigns, former shall have any Liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or Liabilities of any of any Party under this Agreement or for any claim based on, in respect of or by reason of the Contemplated Transactions. Without limiting the foregoing, no claim will be brought or maintained by Buyer or any other Buyer Indemnified Person or any of their respective successors or permitted assigns against any present or future directorequity holder, officer, employee, incorporatorstockholder, member, partner, manager, stockholderdirector, equityholderofficer, employee (present or former), Affiliate, agent, attorney, representative, financing source, heir agent or assignee of, or Representative of any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner Party which is not otherwise expressly identified as Party to this Agreement, whether and no recourse will be brought or granted against any of them, by virtue of or through attempted piercing based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the corporate veilrepresentations, by warranties, covenants or through a claim by or on behalf agreements of any party hereto Party set forth or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or contained in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation exhibit or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party schedule hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretocertificate delivered hereunder.

Non-Recourse. All claims10.17.1. Notwithstanding anything to the contrary contained herein, obligationsthis Agreement may only be enforced against, liabilities and any claims or causes of action that may be based upon, in respect of, arising under, by reason of, in connection witharise out of or relate to this Agreement, or relating in any manner to the negotiation, execution or performance of this Agreement or the Contemplated Transactions, may only be made only against (the entities and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyin their capacities as such and no former, including any current, former current or future stockholders, equity holders, controlling Persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling Person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir agent or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesNon-Recourse Party”), ) shall have any liabilityliability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, obligations, claims contract or causes of action otherwise) based uponon, in respect of, arising under, or by reason of, this Agreement or the Contemplated Transactions or in respect of any representations made or alleged to be made in connection withherewith (except to the extent such Non-Recourse Party is a named party to any Transaction Document (and then only to the extent of the specific obligations undertaken by such named party in such Transaction Document and not otherwise)); provided, or relating that nothing in this Section 10.17 shall in any manner to this Agreement, whether way limit or qualify any Action based upon Actual Fraud committed by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations Person against any whom such Nonparty AffiliatesAction is being made. Without limiting the foregoingrights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to the maximum extent permitted by Lawenforce this Agreement against, (a) each Contracting Party hereby waives and releases make any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance claims for breach of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection withagainst, or as an inducement seek to this Agreementrecover monetary damages hereunder from, any Non-Recourse Party. 10.17.2. Notwithstanding anything to the contrary hereincontained in this Agreement, no none of the Debt Financing Parties shall have any liability to the Company (prior to the Closing) and Seller for any obligations or liabilities of any party hereto hereby under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, including any Debt Financing Party Related Proceeding and each of the Company (prior to the Closing) and Seller agrees that it will not bring, or permit any of its Affiliates to bring, any such Debt Financing Party Related Proceeding against or involving any Debt Financing Party and waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or claims against any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates Debt Financing Party in connection with the Transactions against any other party theretoforegoing (whether in contract, tort, equity or otherwise); provided that Buyer may enforce, and any exhibitsseek remedies under, schedules, or other attachment thereto the Debt Commitment Letter and any documentation implementing nothing in this Agreement shall limit the rights of any of the terms thereof, against parties to any Debt Commitment Letter or any other definitive agreement entered into in connection with the Debt Financing or any Alternative Financing. Each party theretohereto agrees that the Debt Financing Parties are express third party beneficiaries of, and may rely upon and enforce, any provisions in this Agreement reflecting the foregoing agreements in this Section 10.17.2 (including Sections 10.7(e) (solely to the extent it relates to this Section 10.17.2 and the Debt Financing Parties), 10.9 (solely to the extent it relates to the Debt Financing Parties), 10.10 (solely to the extent it relates to the Debt Financing Parties) and 10.11 (solely to the extent it relates to the Debt Financing Parties)) and such provisions and the definition of “Debt Financing Sources” and “Debt Financing Parties” (and any other provision of this Agreement the amendment, modification or alteration of which has the effect of modifying such provisions) shall not be amended in any way materially adverse to the Debt Financing Parties, without the prior written consent of the Debt Financing Sources party to the Debt Commitment Letter (and any such amendment without such prior written consent shall be null and void).

Non-Recourse. All claimsThe parties acknowledge that (i) no direct or indirect equity holder or lender of any party, obligations(ii) no member of any board of managers or special committee of any party or any Affiliate of any party and (iii) no past, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future director, officer, committee member, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir partner or assignee of, direct or any financial advisor indirect equity holder or lender toof any party (such Persons described in clauses (i)-(iii) above, or successor tothe “Non-Recourse Parties”) is a party to this Agreement or, except as expressly contemplated therein as parties thereto, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any other Transaction Document. The parties further acknowledge that none of the foregoing (Non-Recourse Parties, whether individually or collectively, “Nonparty Affiliates”), shall have any liabilityliability whatsoever of any kind or description for any Liabilities of any party under this Agreement or, obligationsexcept as expressly contemplated therein as parties thereto, claims any other Transaction Document or causes of action for any claim based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby or thereby. Accordingly, the parties hereby agree that in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, event (a) each Contracting Party hereby waives and releases there is any and all rights, claims, demands alleged breach or causes of action that may otherwise be available at Law alleged default or in equity, breach or granted default by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of party under this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements Transaction Documents or documents (b) any party has or may have any Claim arising from or relating to be entered into among any the terms of the Investors, the Parent Entities, the Company Entities this Agreement or their respective Affiliates in connection with the Transactions against any other Transaction Document, no party thereto, and any exhibits, schedulesshall, or other attachment thereto shall have any right to, commence any proceedings or otherwise seek to impose any Liability whatsoever of any kind or description on or against the Non-Recourse Parties, whether collectively or individually, by reason of such alleged breach, default or claim, except and any documentation implementing any of only to the terms thereof, against any other extent that a Non-Recourse Party is expressly contemplated in a Transaction Document as a party theretoto such Transaction Document.

Non-Recourse. All claims, obligations, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement Notwithstanding anything that may be made only against (and are those solely of) the Persons that are expressly identified as parties expressed or implied in the preamble and signatories to this Agreement (except in the “Contracting Parties”). No Person who is not case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Party may be a Contracting corporation, partnership or limited liability company, each Party, including by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Parties shall have any currentobligation hereunder and that it has no rights of recovery hereunder against, former and no recourse hereunder or under any other Ancillary Agreements or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, employeeagent, Affiliate, manager, assignee, incorporator, membercontrolling Person, fiduciary, representative or employee of any Party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir shareholder or assignee of, member of any Party (or any financial advisor of their successors or lender to, or successor to, any Contracting Party, permitted assignees) or any currentAffiliate thereof or against any former, former current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, membercontrolling Person, partner, manager, stockholder, equityholder, Affiliate, agent, attorneyfiduciary, representative, financing sourcegeneral or limited partner, heir shareholder, manager or assignee of, or any financial advisor or lender to, or successor to, member of any of the foregoing foregoing, but in each case not including the Parties (collectivelyeach, a “Nonparty AffiliatesNon-Party Affiliate”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, Contract or otherwise) by or on behalf of such Party against the Non-Party Affiliates, by the enforcement of any party hereto assessment or by any Legal Proceeding, or by virtue of any applicable Laws, or otherwise; it being agreed and acknowledged that no personal liability whatsoever shall attach to, andbe imposed on, or otherwise be incurred by any Non-Party Affiliate, as such, for any obligations of the applicable Party under this Agreement or the Transactions, under any other Ancillary Agreements, in respect of any oral representations made or alleged to the maximum extent permitted be made in connection herewith or therewith, or for any Action (whether in tort, Contract or otherwise) based on, in respect of, or by Lawreason of, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliatesor their creation. Without limiting Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement (including the Ancillary Agreements) if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the maximum extent permitted by Lawotherwise set forth in, (a) each Contracting Party hereby waives and releases subject in all cases to the terms and conditions of any limitations herein, this Agreement may only be enforced against, and all rightsany Action of any kind based upon, claims, demands or causes of action that may otherwise be available at Law or in equityarising out of, or granted by statute, related to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationthis Agreement, or otherwise the negotiation, execution or performance of this Agreement, may only be brought against the entities that are named as Parties and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates then only with respect to the performance specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this AgreementSection 11.2. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement This Section 11.2 shall be binding on all successors and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any assigns of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoParties.

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

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

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes any claim or cause of action (whether in contract or tort, in law or in equity) based upon, in respect arising out of, arising underor related to this Agreement, by reason ofthe Ancillary Documents or the transactions contemplated hereby or the negotiation, execution, performance or non-performance of this Agreement or any Ancillary Document (including any representation or warranty made in or in connection with, or relating in any manner to with this Agreement or the Ancillary Documents) may only be made only against (and are those solely of) brought against, the Persons entities that are expressly identified named as parties in hereto or thereto, as applicable, and then only with respect to the preamble specific obligations set forth herein and signatories therein with respect to this Agreement such party, and subject to the limitations contained herein and therein (the “Contracting Parties”as applicable). No Person who is not a Contracting PartyPerson, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholdershareholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, representative of any named party to this Agreement or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing such Ancillary Document (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract, obligationstort, claims equity or causes otherwise, or based upon any theory that seeks to impose liability of action an entity party against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of parties under this Agreement, any Ancillary Document or any (whether for indemnification or otherwise) of or for any claim based uponon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement Ancillary Document or any of the other agreements transactions contemplated hereby or documents thereby except to be entered into among any the extent expressly set forth in this Agreement or the Ancillary Documents. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 11.16.

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

Non-Recourse. All claimsNotwithstanding anything that may be expressed or implied in this Agreement, except in the case of Fraud, by its acceptance of the benefits of this Agreement, each of the parties hereto covenants, agrees and acknowledges that no Persons other than the parties hereto have any Liabilities, obligations, liabilities commitments (whether known or unknown or whether contingent or otherwise) hereunder, and causes that, notwithstanding that the parties hereto or their respective managing members or general partners may be partnerships or limited liability companies, no party hereto has any right of action based upon, in respect of, arising under, by reason of, in connection withrecovery under this Agreement, or relating in any manner to this Agreement may be made only against (claim based on such Liabilities, obligations, commitments against, and are those solely of) no personal Liability shall attach to, the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyformer, including any current, former current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of any of the parties hereto or any former, current or future stockholder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Affiliate or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, agent of any of the foregoing (collectively, but not including the parties hereto, each, a “Nonparty AffiliatesNon-Recourse Party”), shall have through any liability, obligations, claims party hereto or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreementotherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable Proceeding, by virtue of any statute, regulation or Law or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to except in the maximum extent permitted case of Fraud, no claim will be brought or maintained by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement party hereto or any representation of their Affiliates or warranty made by any of their respective successors or permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Nonparty Affiliate in, in connection with, or as an inducement party to this Agreement. Notwithstanding anything to the contrary herein, and no party hereto hereby waives any right to enforce its rights granted hereunder recourse will be brought or granted under the Closing Agreementsagainst any of them, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined by virtue of or based upon any alleged misrepresentation or inaccuracy in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement breach or nonperformance of any of the other representations, warranties, covenants or agreements of any party hereto set forth or documents to be entered into among contained in this Agreement. For the avoidance of doubt, this Section 11.17 shall not limit or restrict the rights, obligations or enforceability of any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoAncillary Agreement.

Non-Recourse. All claimsNotwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Agreement, each Party covenants, agrees and acknowledges that no Person other than the Parties hereto has any liabilities, obligations, liabilities commitments (whether known or unknown or whether contingent or otherwise) hereunder, and causes each Party has no right of action based upon, in respect of, arising under, by reason of, in connection withrecovery under this Agreement, or relating in any manner claim based on such liabilities, obligations, commitments against, and no personal liability for such claims shall attach to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyformer, including any current, former present or future directorequity holders, officercontrolling persons, employeedirectors, incorporatorofficers, shareholders, partners, members or employees, general or limited partners, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Affiliate or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, agent of any of the foregoing (collectively, but not including the Parties hereto, each a “Nonparty AffiliatesNon-Recourse Party”), shall have through any liability, obligations, claims other Party or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreementotherwise, whether by or through attempted piercing of the corporate veilcorporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise by or through a claim claim, by or on behalf of any party hereto other Party against any Non-Recourse Party, by the enforcement of any assessment or whether in contract or in tort, in law or in equity or otherwise, and, to the maximum extent permitted or granted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliatesstatute or otherwise. Without limiting the foregoing, to the maximum extent permitted no claim will be brought or maintained by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability any 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 its Affiliates with respect to the performance of this Agreement or any representation of their respective successors or warranty made by permitted assigns against any Non-Recourse Party that is not otherwise expressly identified as a Nonparty Affiliate in, in connection with, or as an inducement party to this Agreement. Notwithstanding anything to the contrary herein, and no party hereto hereby waives any right to enforce its rights granted hereunder recourse will be brought or granted under the Closing Agreementsagainst any of them, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined by virtue of or based upon any alleged misrepresentation or inaccuracy in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement breach or nonperformance of any of the other representations, warranties, covenants or agreements of any party set forth or documents to be entered into among contained in this Agreement, any of the Investorsexhibit or schedule hereto, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party theretodocument contemplated hereby or any certificate, and any exhibitsinstrument, schedulesopinion, agreement or other attachment thereto and any documentation implementing any document of the terms thereof, against any other Party or any other Person delivered hereunder. The Non-Recourse Parties shall be express third-party theretobeneficiaries of this Section 9.13.

Non-Recourse. All claimsNotwithstanding anything that may be expressed or implied in this Agreement, obligationsany Ancillary Agreement or any document, liabilities and causes of action based upon, in respect of, arising under, by reason of, certificate or instrument delivered in connection withherewith or therewith, or relating in any manner to this Agreement may be made only against (each party hereby acknowledges and are those solely of) agrees that it has no right of recovery against, and no personal liability shall attach to, the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyformer, including any current, former current or future direct or indirect equityholders, directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners or assignees of the Seller or any former, current or future direct or indirect equityholder, director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir general or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporatorlimited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir assignee or assignee of, or any financial advisor or lender to, or successor to, representative of any of the foregoing (collectively, but not including the Seller, the “Nonparty Seller Affiliates”), shall have any liability, obligations, claims through the Seller or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreementotherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of the Buyer against the Seller or Seller Affiliate by the enforcement of any party hereto assessment or by any legal or equitable Litigation, by virtue of any Law, or otherwise, and, except for the Buyer’s rights to recover from the Seller (but not any of the Seller Affiliates) under and to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or provided for in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation Ancillary Agreement, subject to the limitations described herein. Recourse against either the Seller or warranty made by a Nonparty Buyer under this Agreement (subject to the limitations described herein) shall be the sole and exclusive remedy of the Buyer and any other Person against the Seller or any Seller Affiliate inin respect of any Losses, liabilities or obligations arising under, or in connection with, or as an inducement to this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby. The Buyer hereby covenants and agrees, on behalf of itself and its Affiliates and Representatives, that it and they shall not institute, and it and they shall cause their respective Affiliates not to institute, any Litigation or bring any other claim arising under, or in connection with, this Agreement, any Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, or the transactions contemplated hereby or thereby against the Seller or any Seller Affiliates except for claims against the Seller under this Agreement or any Ancillary Agreement subject to the limitations described herein. Notwithstanding anything that may be expressed or implied in this Agreement to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreementscontrary, the Governance AgreementsSeller agrees and acknowledges, both for itself, its Affiliates (that, prior to Closing, include the Letter AgreementPurchased Companies) and each of their respective stockholders, partners, members, directors, officers, employees, control persons and agents (the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement“Seller Related Parties”), the Merger that no recourse under this Agreement or any of the other agreements documents or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates instruments delivered in connection with the Transactions this Agreement shall be had by any Seller Related Party against any other party theretoFinancing Source (in their capacities as such), and in any exhibits, schedulescase whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other attachment thereto applicable Law, it being expressly agreed and acknowledged that no liability whatsoever shall attach to, be imposed on or otherwise be incurred by any documentation implementing Financing Source (in their capacities as such) for any obligation of the terms thereofBuyer under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation (it being understood that this Section 11.15 shall not limit any rights the Seller may have against any other party theretothe Buyer).

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

Non-Recourse. All claimsNotwithstanding anything herein (including the Senior Guarantee) or in any other agreement, obligationsdocument, liabilities certificate, instrument, statement or omission referred to below to the contrary, the Issuer and causes the Partnership are liable hereunder and under the Senior Notes only to the extent of action based uponthe assets of the Issuer and the Partnership and the interest of the Issuer in the Senior Notes and no other person or entity, including, but not limited to, any partner, officer, committee or committee member of the Partnership or any partner therein or of any Affiliate of the Partnership, or any incorporator, officer, director or shareholder of the Issuer, or any Affiliate or controlling Person or entity of any of the foregoing, or any agent, employee or lender of any of the foregoing, or any successor, personal representative, heir or assign of any of the foregoing, in each case past, present, or as they may exist in the future, shall be liable in any respect of(including without limitation the breach of any representation, arising warranty, covenant, agreement, condition or indemnification or contribution undertaking contained herein or therein) under, by reason of, in connection with, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee arising out of, or relating to this Indenture or any financial advisor other agreement, document, certificate, instrument or lender statement (oral or written) related to, executed or successor toto be executed, any Contracting Partydelivered or to be delivered, or made or to be made, or any currentomission made or to be made, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, in connection with any of the foregoing (collectivelyor any of the transactions contemplated in any such agreement, “Nonparty Affiliates”)document, certificate, instrument or statement. Notwithstanding the foregoing, the Holders preserve any personal claims they may have for fraud, liabilities under the Securities Act, and other liabilities that cannot be waived under applicable federal and state laws in connection with the purchase of the Senior Notes; provided, however, that such conduct shall have not constitute an Event of Default under this Indenture, the Senior Notes or the Senior Note Mortgage or any liabilitydocument executed in conjunction therewith or otherwise related thereto. Any agreement, obligationsdocument, claims certificate, statement or causes of action based upon, in respect of, arising under, by reason ofother instrument to be executed simultaneously with, in connection with, arising out of or relating in any manner to this AgreementIndenture, whether by the Senior Notes or through attempted piercing of the corporate veilany other agreement, by document, certificate, statement or through a claim by instrument referred to above, or on behalf of any party hereto agreement, document, certificate, statement or otherwise, instrument contemplated hereby shall contain language mutatis mutandis to this paragraph and, if such language is omitted, shall be deemed to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all contain such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretolanguage.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligationsand any claim, liabilities and causes of action obligation, liability, action, suit or other legal proceeding (whether in contract or tort, in law or in equity, or granted by statue) based upon, in respect arising out of, arising under, by reason ofor related to this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), or the negotiation, execution or performance of this Agreement, may only be made only brought against (and are those solely of) the Persons entities that are expressly identified named as parties in hereto and only with respect to the preamble and signatories to this Agreement (the “Contracting Parties”)specific obligations set forth herein. No Person who is not a Contracting Partypast, including any current, former present or future director, officer, employee, incorporator, manager, member, partner, manager, stockholder, equityholdershareholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee ofother representative of any party hereto of or any Affiliate of any party hereto, or any financial advisor or lender topast, or successor to, any Contracting Party, or any current, former present or future director, officer, employee, incorporator, manager, member, partner, manager, stockholder, equityholdershareholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee ofother representative of any of the foregoing, or any financial advisor of their successors or lender to, or successor to, any of the foregoing permitted assigns (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims liability (whether in contract or causes of action based upontort, in respect of, arising under, by reason of, law or in connection withequity, or relating in granted by statute) for any manner to this Agreement, whether by obligations or through attempted piercing of the corporate veil, by or through a claim by or on behalf liabilities of any party hereto under this Agreement or otherwisefor any claim or Action based on, in respect of or by reason of the transactions contemplated hereby, and, to the maximum extent permitted by Lawlaw, each Contracting Buyer Party and Seller Party hereby waives and releases all such liabilities, claims, causes of action and obligations obligation against any such Nonparty AffiliatesAffiliate. Without limiting the foregoing, to To the maximum extent permitted by Lawlaw, (a) each Contracting Buyer Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Seller Party or otherwise impose liability of a Contracting Seller Party under this Agreement on any Nonparty AffiliateAffiliate (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, undercapitalizationundercapitalization or otherwise, 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 Contracting Buyer Party disclaims any reliance upon any Nonparty Affiliates (including without limitation any Shareholder) with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, with or as an inducement to this Agreement. Notwithstanding anything herein to the contrary hereincontrary, no party hereto hereby waives (i) nothing herein shall affect any right to enforce its rights granted hereunder or granted of a Buyer Party under the Closing Agreements, the Governance Agreements, the Letter any Non-Compete Agreement, the Existing Employment Agreement (as defined in the Letter 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 as specifically amended or superseded by the Letter Agreement), the Merger Agreement or (iii) nothing herein shall affect any rights of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions a Buyer Party against any other party thereto, and Person in respect of fraud (or the ability to demonstrate any exhibits, schedules, or other attachment thereto and any documentation implementing any element thereof) by such Person. Table of the terms thereof, against any other party thereto.Contents

Non-Recourse. All claimsThis Agreement may only be enforced against the named Parties hereto (subject to the terms, obligationsconditions and other limitations set forth herein), liabilities and (i) all claims or causes of action that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating in any manner relate to this Agreement or the negotiation, execution or performance of this Agreement may only be made only against (and are those solely of) the Persons that are expressly identified as parties the Parties hereto, (ii) except as provided in the preamble any Tender and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting PartySupport Agreement, including any currentno past, former present or future director, manager, officer, employee, incorporator, member, member general partner, manager, stockholderlimited partner, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholdertrustee, Affiliate, agent, attorney, representative, financing source, heir agent attorney or assignee of, other Representative of any party thereto (including any person negotiating or any financial advisor or lender to, or successor to, any executing this Agreement on behalf of the foregoing (collectively, “Nonparty Affiliates”), a party thereto) shall have any liability, obligations, claims liability or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates obligation with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements Transaction documents or documents with respect to be entered into among any claim or cause of action that may arise out of or relate to this Agreement or any of the Investorsother Transaction documents, or the Parent Entitiesnegotiation, execution or performance of this Agreement and (iii) in no event will the Company Entities seek or their respective Affiliates in connection with the Transactions obtain, nor will it permit any of its Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any other Person who is not a party theretohereto, including the Sponsor, and any exhibitsand all former, schedulescurrent or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents, members, managers, management companies, general or other attachment thereto limited partners, assignees or Affiliates of Sponsor, Parent or Merger Sub and any documentation implementing and all former, current or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents, members, managers, management companies, general or limited partners, assignees or Affiliates of any of the terms thereofforegoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, with respect to this Agreement or the Transactions (including any breach by Parent or Merger Sub), the termination of this Agreement, the failure to consummate the Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure, except, in each case, for claims that the Company, Parent or Merger Sub, as applicable, may assert: (A) against any other Person that is party theretoto, and solely pursuant to the terms and conditions of, the Confidentiality Agreement or any Tender and Support Agreement; (B) against Parent or Merger Sub pursuant to this Agreement; and (C) against the Sponsor pursuant to the Equity Commitment Letter for specific performance of its obligation to fund the Financing in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter.

Non-Recourse. All claimsNotwithstanding anything that may be expressed or implied in this Agreement, obligations, liabilities and causes of action based upon, other than in respect ofof Fraud, arising under, by reason of, Purchaser agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with, or relating in any manner to with this Agreement may shall be made only had against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyany former, including any current, former current or future director, officer, employee, incorporator, Affiliate, member, manager, partner, manager, stockholder, equityholder, Affiliateequity holder, agent, attorney, representative, financing source, heir attorney or assignee of, representative of any TWG Equityholder or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir successor or permitted assignee of, or of any financial advisor or lender to, or successor to, TWG Equityholder (excluding any TWG Equityholder who may be deemed to be a Non-Recourse Party of the foregoing another TWG Equityholder other than in its role as a TWG Equityholder itself) (collectively, “Nonparty AffiliatesNon-Recourse Parties”), as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal Liability whatsoever shall have attach to, be imposed on or otherwise be incurred by any liabilityNon-Recourse Parties, obligationsas such, claims for any obligation of any TWG Equityholder under this Agreement or causes of action any documents or instruments delivered in connection with this Agreement for any claim based uponon, in respect of, arising under, of or by reason of, in connection withof such obligations or their creation, or relating in any manner to otherwise by reason of this AgreementAgreement or its negotiation or execution or the transactions contemplated hereby, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby and Purchaser waives and releases all such liabilities, claims, causes of action Liabilities and obligations claims against any such Nonparty AffiliatesNon-Recourse Parties. Without limiting None of the foregoingDebt Financing Sources will have any Liability to TWG, TWG Re or any of their respective Affiliates relating to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance arising out of this Agreement or any representation the Debt Financing, whether at law or warranty made by a Nonparty Affiliate inequity, in connection withcontract, in tort or as an inducement to this Agreement. Notwithstanding anything to the contrary hereinotherwise, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreementsand none of TWG, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement TWG Re or any of the other agreements their respective Affiliates will have any rights or documents to be entered into among claims against any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any Debt Financing Sources. Each of the terms thereof, against any other Non-Recourse Parties is expressly intended as a third party theretobeneficiary of the penultimate sentence of this Section.

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

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

Non-Recourse. All claimsNotwithstanding anything to the contrary in this Agreement, obligations, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may only be enforced against, and any Proceeding for breach of this Agreement may only be made only against (and are those solely of) against, the Persons entities that are expressly identified herein as parties in the preamble and signatories to this Agreement (and none of the “Contracting Parties”). No Person who is not a Contracting Partyformer, including current and future Affiliates, directors, officers, managers, employees, advisors, Representatives, shareholders, members, managers, partners, successors and assigns of any currentparty hereto or any Affiliate thereof or any former, former or current and future Affiliate, director, officer, manager, employee, incorporatoradvisor, Representative, shareholder, member, partner, manager, stockholderpartners, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, and assign of any of the foregoing (collectively, “Nonparty AffiliatesRelated Parties”), ) that is not a party hereto shall have any liabilityLiability for any Liabilities of the parties hereto for any Proceeding (whether in tort, obligations, claims contract or causes otherwise) for breach of action based upon, this Agreement or in respect of, arising under, by reason of, of any oral representations made or alleged to be made in connection withherewith, none of the parties hereto shall have any rights of recovery in respect hereof against any Related Party that is not a party hereto and no personal Liability shall attach to any Related Party that is not a party hereto through any party hereto or relating in any manner to this Agreementotherwise, whether by or through attempted piercing of the corporate veil, by or through a claim Proceeding (whether in tort, contract or otherwise) by or on behalf of any a party hereto against any Related Party that is not a party hereto, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary hereinin this Section 10.14, no nothing in this Section 10.14 shall be deemed to limit any Liabilities of, or claims against, any party hereto hereby waives to any Transaction Document or serve as a waiver of any right on the part of any party to enforce its rights granted hereunder or granted under the Closing Agreementssuch Transaction Document to initiate any Proceeding permitted pursuant to, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined and in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection accordance with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any specific terms of the terms thereof, against any other party theretosuch Transaction Document.

Non-Recourse. All claimsThe parties acknowledge that (i) no direct or indirect equity holder or lender of any party, obligations(ii) no member of any board of managers or special committee of any party or any Affiliate of any party and (iii) no past, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future director, officer, committee member, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir partner or assignee of, direct or any financial advisor indirect equity holder or lender toof any party (such Persons described in clauses (i)-(iii) above, or successor tothe “Non-Recourse Parties”) is a party to this Agreement or, except as expressly contemplated therein as parties thereto, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Ancillary Agreement. The parties further acknowledge that none of the foregoing (Non-Recourse Parties, whether individually or collectively, “Nonparty Affiliates”), shall have any liabilityliability whatsoever of any kind or description for any Liabilities of any party under this Agreement or, obligationsexcept as expressly contemplated therein as parties thereto, claims any Ancillary Agreement or causes of action for any claim based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby or thereby. Accordingly, the parties hereby agree that in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, event (a) each Contracting Party hereby waives and releases there is any and all rights, claims, demands alleged breach or causes alleged default or breach or default by any party under this Agreement or any of action that may otherwise be available at Law the Ancillary Agreements or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon party has or may have any Nonparty Affiliates with respect Claim arising from or relating to the performance terms of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Ancillary Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives shall, or shall have any right to, commence any proceedings or otherwise seek to enforce its rights granted hereunder impose any Liability whatsoever of any kind or granted under description on or against the Closing AgreementsNon-Recourse Parties, whether collectively or individually, by reason of such alleged breach, default or claim, except and only to the Governance Agreements, the Letter extent that a Non-Recourse Party is expressly contemplated in an Ancillary Agreement as a party to such Ancillary Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claims, obligations, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary contained herein, no party hereto hereby waives recourse shall be had, whether by levy or execution or otherwise, for the payment of the principal of or interest or premium (if any) on the Securities, or for any right to enforce its rights granted hereunder or granted under claim based on payments due thereon, against the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement Seller or any of the other agreements its respective stockholders, directors, officers, agents or documents to be entered into among employees or successors and assigns of any of the Investorsforegoing, under any rule of law, statute or constitution, or by the enforcement of any assessment or penalty, or otherwise, nor shall any of such persons be personally liable for any such amounts or claims, or liable for any defenses or any judgment based thereon or with respect thereto; provided, that the foregoing shall not (i) constitute a waiver of any rights of the Purchaser or its assignees against the Seller for breach of any representations, warranties or covenants contained herein, or (ii) be taken to prevent recourse by the Purchaser to, and the enforcement of its rights against, the Parent EntitiesSecurities or any obligor thereunder. (b) No recourse under any obligation, covenant or agreement of the Company Entities or their respective Affiliates Purchaser contained in connection with the Transactions this Agreement shall be had against any other party theretoincorporator, stockholder, officer, director or employee of the Purchaser or successors and any exhibits, schedules, or other attachment thereto and any documentation implementing assigns of any of the terms thereofforegoing, against by the enforcement of any other party theretoassessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely a corporate obligation of the Purchaser, and that no personal liability whatever shall attach to or be incurred by the incorporators, stockholders, officers, directors or employees of the Purchaser, or any of them under or by reason of any of the obligations, covenants or agreements of the Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Purchaser of any such obligations, covenants or agreements either at common law or at equity, or by statute or constitution, of every such incorporator, stockholder, officer, director or employee is hereby expressly waived as a condition of and in consideration for the execution of this Agreement, provided however, that nothing in this Section 6(b) shall relieve any of the foregoing persons or entities from any liability arising from his, her or its willful misconduct or intentional misrepresentation.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in Contract or in tort, in Law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out of or by reason of, in connection be connected with, or relating related in any manner to this Agreement and the Transaction may be made only against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement Parties hereto (the “Contracting Agreement Parties”). No Person who is not a Contracting an Agreement Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, and any financing source for, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityliability (whether in Contract or in tort, obligationsin Law or in equity, claims or granted by statute or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action action, obligations or liabilities arising under, out of, in connection with or related in any manner to this Agreement or the Transaction or based uponon, in respect of, arising under, or by reason ofof this Agreement or the Transaction or their negotiation, in connection with, execution performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Law, each Contracting Agreement Party hereby waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Agreement Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting an Agreement Party or otherwise impose liability of a Contracting an Agreement Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, undercapitalization or otherwise otherwise; and (b) each Contracting Agreement Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or the Transaction or any representation or warranty made by a Nonparty Affiliate in, in connection with, with or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any the Transaction. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 10.17.

Non-Recourse. All claimsExcept in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, obligationsAcquiror and Merger Sub, liabilities this Agreement may only be enforced against, and causes any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the transactions contemplated hereby may only be made only against brought against, the Company, Acquiror and Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and are those solely ofthen only to the extent of the specific obligations undertaken by such party hereto), (i) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender torepresentative or Affiliate of the Company, Acquiror or successor toMerger Sub and (ii) no past, any Contracting Party, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, representative or successor to, Affiliate of any of the foregoing (collectivelyeach of the foregoing, a “Nonparty AffiliatesAffiliate”), ) shall have any liabilityliability or obligation (whether in Contract, obligationstort, claims equity or causes of action based upon, in respect of, arising under, by reason of, in connection withotherwise, or relating in any manner to this Agreement, granted by statute whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a limited liability company veil 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, Acquiror or Merger Sub under this Agreement for any claim by based on, arising out of, or related to this Agreement or the transactions contemplated hereby, and each party, on behalf of any party hereto or otherwiseitself and its Affiliates, and, to hereby irrevocably releases and forever discharges of the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against Nonparty Affiliates from any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands liability or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoobligation.

Non-Recourse. All claimsExcept in the case of claims against a Person in respect of such Person’s actual fraud: (a) Solely with respect to the Company, obligationsAcquiror and Merger Sub, liabilities this Agreement may only be enforced against, and causes any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the transactions contemplated hereby may only be made only against brought against, the Company, Acquiror and Merger Sub as named parties hereto; and (b) except to the extent a party hereto (and are those solely ofthen only to the extent of the specific obligations undertaken by such party hereto), (i) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender torepresentative or Affiliate of the Company, Acquiror or successor toMerger Sub and (ii) no past, any Contracting Party, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, representative or successor to, Affiliate of any of the foregoing (collectivelyeach of the foregoing, a “Nonparty AffiliatesAffiliate”), ) shall have any liabilityliability or obligation (whether in Contract, obligationstort, claims equity or causes of action based upon, in respect of, arising under, by reason of, in connection withotherwise, or relating in any manner to this Agreement, granted by statute whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a limited liability company veil 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, Acquiror or Merger Sub under this Agreement for any claim by based on, arising out of, or related to this Agreement or the transactions contemplated hereby, and each party, on behalf of any party hereto or otherwiseitself and its Affiliates, and, to hereby irrevocably releases and forever discharges each of the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against Nonparty Affiliates from any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands liability or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoobligation.

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

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

Non-Recourse. All claimsEach party agrees, obligationson behalf of itself and its Related Parties, liabilities and causes of action based uponthat all Proceedings (whether in Contract or in tort, in respect of, arising under, by reason of, Law or in connection withequity or otherwise, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former granted by statute or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreementotherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of any party hereto other theory or doctrine, including alter ego or otherwise) that may be based upon, andin respect of, to the maximum extent permitted arise under, out or by Lawreason of, each Contracting Party hereby waives and releases all such liabilitiesbe connected with, claims, causes of action and obligations against or relate in any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, manner to: (a) each Contracting Party hereby waives and releases this Agreement, any and all rights, claims, demands of the other Transaction Documents or causes of action that may otherwise be available at Law the Merger (including the Financing) or in equity, any other transactions contemplated hereunder or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and thereunder; (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the negotiation, execution or performance of this Agreement or any of the other Transaction Documents (including any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to, this Agreement or any of the other Transaction Documents); (c) any breach or violation of this Agreement or any of the other Transaction Documents; and (d) any failure of the Merger (including the Financing) or any other transactions contemplated hereunder or thereunder to be consummated, in each case, may be made only against the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of the other Transaction Documents, Persons expressly identified as parties to such Transaction Documents, and their respective successors and assigns, and in accordance with, and subject to the terms and conditions of, this Agreement or such Transaction Documents, as applicable. Notwithstanding anything in this Agreement or any of the other Transaction Documents to the contrary, each party agrees, on behalf of itself and its respective Related Parties, that no recourse under this Agreement or any of the other Transaction Documents or in connection with the Merger (including the Financing) or any other transactions contemplated hereunder or under any other Transaction Document will be sought or had against the other Person, or its Related Parties, and no other Person, including any Related Party, will have any liabilities or obligations, for any claims arising under, out of, in connection with or related to the items in the immediately preceding clauses (a) through (d), except for claims that (i) the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (B) and (C), in all respects to the limitations set forth in Section 7.2, Section 7.3(d), Section 7.3(e), Section 7.3(f), Section 7.3(g), Section 8.5(b) and this Section 8.16) (A) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreements; (B) against each Equity Investor under, if, as and when required pursuant to the terms and conditions of its Guarantee; (C) against the Equity Investors for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and pursuant to the terms and conditions of, Section 6 of the Equity Commitment Letters; or (D) against the Company, Parent and Merger Sub in accordance with, and pursuant to the terms and conditions of, this Agreement, or (ii) the third parties identified as third party beneficiaries in Section 8.13 may assert solely in accordance with, and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger this Agreement or any of the other agreements Transaction Documents, no Parent Related Party will be responsible or documents to liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages that may be entered into among alleged as a result of this Agreement or any of the Investors, other Transaction Documents (excluding under the Parent Entities, Confidentiality Agreements in accordance with their terms) or the Company Entities or their respective Affiliates in connection with Merger (including the Transactions against any other party thereto, and any exhibits, schedulesFinancing), or other attachment thereto and any documentation implementing the termination or abandonment of any of the terms thereof, against any other party theretoforegoing.

Non-Recourse. All claimsNotwithstanding anything that may be expressed or implied in this Agreement or any document, obligationsagreement, liabilities or instrument delivered contemporaneously herewith, and causes notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of action based uponthe benefits of this Agreement, the other Transaction Documents and the Guaranty, covenants, agrees and acknowledges that no Persons other than the parties and Purchaser Parent pursuant to the Guaranty shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of, arising under, by reason of, of any oral representations made or alleged to be made in connection withherewith or therewith shall be had against, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyformer, including any current, former current or future director, officer, employeeagent, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, membercontrolling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir stockholder or assignee of, member of any party (or any financial advisor of their successors or lender to, or successor to, any Contracting Party, permitted assignees) or any currentAffiliate thereof or against any former, former current or future director, officer, agent, employee, Affiliate, manager, investment manager, investment advisor, assignee, incorporator, membercontrolling Person, fiduciary, representative, general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir manager or assignee of, or any financial advisor or lender to, or successor to, member of any of the foregoing (such Persons, collectively, “Nonparty Non-Party Affiliates”), shall have any liability, obligations, claims but in each case not including the parties or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner Purchaser Parent pursuant to this Agreementthe Guaranty, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against such Persons and entities, by the enforcement of any party hereto assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationimposed on, or otherwise and (b) each Contracting Party disclaims be incurred by any reliance upon such Persons, as such, for any Nonparty Affiliates with respect to obligations of the performance of applicable party under this Agreement or the transactions contemplated hereby, under any representation documents or warranty made by a Nonparty Affiliate ininstruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection withherewith or therewith, or as an inducement to this Agreement. Notwithstanding anything to the contrary hereinfor any claim (whether in tort, no party hereto hereby waives any right to enforce its rights granted hereunder contract or granted under the Closing Agreementsotherwise) based on, the Governance Agreementsin respect of, the Letter Agreementor by reason of, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities such obligations or their respective creation. The Non-Party Affiliates in connection with the Transactions against any other are express third party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any beneficiaries of the terms thereof, against any other party theretoof this Section 6.14.

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

Non-Recourse. All claimsAnything contained herein to the contrary notwithstanding, obligationswith the exception of the Limited Guaranty, liabilities and causes no recourse shall be had for the payment of action any obligation or liability hereunder or for any claim based upon, hereon or otherwise in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may be made only hereof against (and are those solely ofi) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting PartyLimited Guarantor, including any currentdirect or indirect partner, former or future agent, contractor, director, officer, employee, incorporator, member, partnerconsultant, manager, stockholder, equityholdersubscriber to capital stock, Affiliateincorporator, agentbeneficiary, attorneyparticipant, representativetrustee or advisor of Seller or Limited Guarantor, financing source, heir or assignee ofany member in Seller, or any financial advisor partner or lender tomember therein; (ii) any legal representative, heir, estate, successor or assign of any thereof; (iii) any corporation (or any officer, director, employee or shareholder thereof), limited liability company (or member thereof), partnership (or any partner thereof), individual or entity to which any ownership interest in Seller shall have been directly or indirectly transferred; (iv) any purchaser of any asset of Seller; or (v) any other Person (except Seller, to the extent expressly set forth in the Program Agreements), for any deficiency or other sum owing with respect to any obligation or liability arising under this Agreement. It is understood that any obligation or liability under or with respect to this Agreement may not be enforced against any Person described in clauses (i) through (v) above; provided, however, that the foregoing provisions of this paragraph shall not: (a) prevent recourse to (i) Seller, the assets of Seller or any Purchased Assets or (ii) against Limited Guarantor or its assets to the extent of the Limited Guarantor's obligation under the Limited Guaranty; (b) in the event of any fraud, misappropriation or misapplication of funds, or successor tointentional misrepresentation, any Contracting Partyestop Buyer from instituting or prosecuting a legal action or proceeding or otherwise making a claim against the Person or Persons committing such fraud, misappropriating or misapplying such funds, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee ofmaking such intentional misrepresentation, or the recipient or beneficiary of such fraud, misappropriation or misapplication, whether or not such person, recipient or beneficiary, is any financial advisor Person described in clauses (i) through (v) above for losses relating to or lender toarising from such actual fraud, misappropriation or misapplication, or successor tointentional misrepresentation; or (c) constitute a waiver, release or discharge or any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, obligation evidenced by reason of, in connection with, or relating in any manner to this Agreement, whether by and the same shall continue until paid or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or discharged in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretofull.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating in any manner relate to this Agreement or any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to enter into this Agreement and the other documents delivered pursuant hereto) may be made only against (and are those solely of) the Person or Persons that are expressly identified as parties in hereto or thereto. In no event shall any Party, or party to the preamble and signatories to this Agreement (other documents delivered pursuant hereto, have any shared or vicarious liability for the “Contracting Parties”)actions or omissions of any other Person. No Person who is not a Contracting Partynamed party to this Agreement or the other documents delivered pursuant hereto, including any currentpast, former present or future director, manager, officer, employee, incorporator, member, partner, manager, stockholder, equityholderequity holder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, or representative of any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing Party (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityliability (whether in contract or in tort, obligationsin law or in equity, claims or causes based upon any theory that seeks to impose liability of action an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or any other document, certificate, information, due diligence materials or instrument delivered in connection with the transactions contemplated hereby or pursuant hereto or for any claim based uponon, in respect of, arising under, or by reason ofof this Agreement or any other document, certificate, information, due diligence materials or instrument delivered in connection with, with the transactions contemplated hereby or relating in any manner to this Agreement, whether by pursuant hereto or through attempted piercing of the corporate veil, by its negotiation or through a claim by or on behalf of any execution; and each party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby thereto waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting The Parties acknowledge and agree that the foregoing, to the maximum extent permitted by Law, (a) each Contracting Non-Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance are intended third-party beneficiaries of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoSection 9.15.

Non-Recourse. All claims, obligations, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement Notwithstanding anything that may be made only against (and are those solely of) the Persons that are expressly identified as parties expressed or implied in the preamble and signatories to this Agreement (except in the “Contracting Parties”). No Person who is not case of the immediately succeeding sentence) or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Party may be a Contracting corporation, partnership, or limited liability company, each Party, including by its acceptance of the benefits of this Agreement, covenants, agrees, and acknowledges that no Persons other than the Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any other Ancillary Agreements or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current, former or future director, officer, employeeagent, Affiliate, manager, assignee, incorporator, membercontrolling Person, fiduciary, Representative, or employee of any Party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir shareholder or assignee of, member of any Party (or any financial advisor of their successors or lender to, or successor to, any Contracting Party, permitted assignees) or any currentAffiliate thereof or against any former, former current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, membercontrolling Person, fiduciary, representative, general or limited partner, shareholder, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, member of any of the foregoing foregoing, but in each case not including the Parties (collectivelyeach, a “Nonparty AffiliatesNon-Party Affiliate”), shall have any liability, obligations, claims or causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, Contract, or otherwise) by or on behalf of such Party against the Non-Party Affiliates, by the enforcement of any party hereto assessment, or by any Legal Proceeding, or by virtue of any applicable Laws, or otherwise. The Parties hereby agree and acknowledge that no personal liability whatsoever shall attach to, andbe imposed on, or otherwise be incurred by any Non-Party Affiliate, as such, for any obligations of the applicable Party under this Agreement or the Transactions, under any other Ancillary Agreements, in respect of any oral representations made or alleged to the maximum extent permitted be made in connection herewith or therewith, or for any Action (whether in tort, Contract, or otherwise) based on, in respect of, or by Lawreason of, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliatesor their creation. Without limiting Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements, or instruments delivered contemporaneously herewith or otherwise required by this Agreement (including the Ancillary Agreements) if such Non-Party Affiliate is party to such document, agreement, or instrument. Except to the maximum extent permitted by Lawotherwise set forth in, (a) each Contracting Party hereby waives and releases subject in all cases to the terms and conditions of any limitations herein, this Agreement may only be enforced against, and all rightsany Action of any kind based upon, claims, demands or causes of action that may otherwise be available at Law or in equityarising out of, or granted by statute, related to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalizationthis Agreement, or otherwise the negotiation, execution, or performance of this Agreement, may only be brought against the entities that are named as Parties and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates then only with respect to the performance specific obligations set forth herein with respect to such Party. Each Non-Party Affiliate is intended as a third-party beneficiary of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this AgreementSection 11.2. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement This Section 11.2 shall be binding on all successors and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any assigns of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoParties.