Common use of Non-Recourse Clause in Contracts

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement All claims or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent causes of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action Litigation (whether in Contract or in tort, contract in law or in equity or otherwise) for breach of this Agreement , or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through an Action (whether in tortlimited liability company veil or any other theory or doctrine, contract including alter ego or otherwise) by that may be based upon, arise out of or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected relate to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers this Agreement or the Trilogy Parties have negotiation, execution, performance or non-performance of this Agreement (including any rights representation or claims against, warranty made in or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, any other Transaction Document or as an inducement to enter into this Agreement or such other Transaction Document) may be made by any party hereto only against the Debt Commitment LetterPersons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to this Agreement, including any former, current or future director, officer, employee, incorporator, member, partner, shareholder, optionholder, warrantholder, member, Affiliate, agent, attorney or other Representative of any named party to this Agreement that is not itself a named party to the Debt Financing Transaction Documents (“Non-Party Affiliates”), shall have any Liability (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) to any party to this Agreement for any obligations or Liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section ‎9.13. Notwithstanding anything to the contrary contained herein, nothing in this Section ‎9.13 shall in any way limit or modify the rights and obligations of Parent, Merger Sub, Guarantor or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwiseCompany under this Agreement.

Non-Recourse. All Legal Actions (awhether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty Related Documents or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution, performance or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach non-performance of this Agreement or the Other Agreements Related Documents (including any representation or in respect of any oral representations made or alleged to be warranty made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment LetterRelated Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared or vicarious Liability for the actions or omissions of any other Person other than as provided in Section 8.17. No Person who is not a named party to this Agreement or the Related Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), shall have any Liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the transactions contemplated by Related Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.16. Nothing in this Section 8.16 shall in any way expand the circumstances in which Parent may be liable under this Agreement or as a result of the foregoing, whether at law or equity, in contract, in tort or otherwiseTransactions (including as a result of the Debt Financing).

Non-Recourse. All claims or causes of action (awhether in contract or in tort, in Law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to the contrary in this Agreement or the Other Agreementsother Transaction Documents, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach performance of this Agreement or the other Transaction Documents (including any representation or warranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may only be made against, only against the entities that are expressly identified herein as parties hereto and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of thereto. No Person who is not a Sponsor, then only named party to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter this Agreement or the applicable Guaranty) other Transaction Documents, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, equityholder, Affiliate, agent, attorney or representative of any named party to this Agreement or the other Transaction Documents nor the Equityholder Representative (collectively, “Non-Party Affiliates”), shall have any Liability liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any Liabilities obligations or obligations of liabilities arising under, in connection with or related to this Agreement or such other Transaction Documents (as the parties hereto case may be) or for any Action claim based on, in respect of, or by reason of this Agreement or such other Transaction Document (as the case may be) or the negotiation or execution hereof or thereof; and each Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. For the avoidance of doubt, the Company (on behalf of itself and its Affiliates and each officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof) (i) hereby waives any claims or rights against any Debt Financing Source or Equity Financing Source relating to or arising out of this Agreement, the Debt Commitment Letter, the Equity Commitment Letter, the Financing and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (ii) for breach of hereby agrees not to bring or support any suit, action or proceeding against any Debt Financing Source or Equity Financing Source in connection with DOC ID - 32901658.22 95 this Agreement or Agreement, the Other Agreements Debt Commitment Letter, the Equity Commitment Letter, the Financing and the transactions contemplated hereby and thereby, whether at law or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group equity and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise, and (iii) hereby agrees to cause any suit, action or proceeding asserted against any Debt Financing Source or Equity Financing Source by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source Company or any of their respective formerits Affiliates or any officer, current or future general or limited partnersdirector, stockholdersemployee, membersmember, managersmanager, directorspartner, officerscontrolling person, employeesadvisor, agentsattorney, advisors, successors, affiliates or assignees agent and representative thereof in connection with this Agreement, the Debt Commitment Letter, the Debt Equity Commitment Letter, the Financing or and the transactions contemplated by any hereby and thereby to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoingforegoing waivers and agreements, whether at law it is acknowledged and agreed that no Debt Financing Source or equityEquity Financing Source shall have any liability for any claims or damages to the Company in connection with this Agreement, in contractthe Debt Commitment Letter, in tort or otherwisethe Equity Commitment Letter, the Financing and the transactions contemplated hereby and thereby.

Non-Recourse. This Agreement may only be enforced against the named Parties. All legal proceedings, Legal Actions, obligations, losses, damages, claims or causes of action (awhether 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) Notwithstanding anything that may be based upon, arise under, out or by reason of, be connected with, or relate in any manner to the contrary in (i) this Agreement or any of the Other 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 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 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 named as parties to this Agreement, the PubCo Voting Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or and the Confidentiality Agreement (Agreement, and then only to the extent of the specific obligations undertaken by of such named party to Persons set forth in this Agreement, the Equity Commitment LetterPubCo Voting Agreements, Guaranty or the Confidentiality Agreement, respectivelyas applicable. In furtherance and not in limitation of the foregoing, and not otherwise), and this Agreement may only be enforced against, and notwithstanding any Action for breach other provision of this Agreement may only be made againstto the contrary, each Party covenants, agrees and acknowledges that (except to the extent named as a party, the entities that are expressly identified herein as parties PubCo Voting Agreements, or the Confidentiality Agreement, and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by of such Sponsor pursuant to parties set forth in this Agreement, the applicable Equity Commitment Letter PubCo Voting Agreements, or the applicable GuarantyConfidentiality Agreement, as applicable) shall have no recourse under this Agreement, any Liability for related document or any Liabilities documents or obligations of the parties hereto for any Action (whether instruments delivered in tort, contract or otherwise) for breach of connection with this Agreement or the Other Agreements or in respect of any oral representations made or alleged to related document shall be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof had against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser Company Related Party or otherwisePubCo Related Party, whether in contract, tort, equity, law or granted by statute whether by or through attempted piercing of the corporate veilcorporate, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general limited partnership or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort liability company veil or otherwise.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality any other Transaction Agreement, respectively, and not otherwise), and (a) this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action all Legal Proceedings (whether in contract or in tort, contract in law or otherwisein equity) for breach that may be based upon, arise out of or relate to this Agreement or the other Transaction Agreements, or the negotiation, execution or performance of this Agreement or the Other other Transaction Agreements (including any representation or in respect of any oral representations made or alleged to be warranty made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing Agreement or the transactions contemplated by other Transaction Agreements or as an inducement to enter into this Agreement or the other Transaction Agreements), may be made only against the Persons that are expressly identified as parties thereto, and then only with respect to the specific obligations set forth herein or therein with respect to such party and (b) no Person who is not a named party to this Agreement or the other Transaction Agreements, including any past, present or future director, officer, employee, incorporator, member, manager, partner, equityholder, Affiliate, agent, attorney or representative of any named party to this Agreement or the other Transaction Agreements (or any Affiliate of any of the aforementioned) (the “Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in Law, in equity, granted by statute or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Transaction Agreements (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Transaction Agreements (as the case may be) or the negotiation or execution hereof or thereof and each Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates to the maximum extent permitted by Law. The Non-Party Affiliates are expressly intended as third-party beneficiaries of this provision of this Agreement. Without limiting the foregoing, whether at law to the maximum extent permitted by Law, each Party disclaims any reliance on any Non-Party Affiliate with respect to the performance of this Agreement or equityany representation or warranty made in, in contractconnection with, in tort or otherwiseas an inducement to this Agreement.

Non-Recourse. (a) Notwithstanding anything Each Transaction Document shall be enforceable only against, and any Proceeding based upon, arising under, out of or in connection with or related in any manner to a Transaction Document, or the transactions contemplated by the Transaction Documents shall be brought only against the parties signatory thereto, and then only with respect to the contrary specific obligations set forth therein that are applicable to such party. No Person that is not a party to the applicable Transaction Document, including any past, present or future Representative or Affiliate of such party or any Affiliate of any of the foregoing (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 such Transaction Document or the transactions contemplated by the Transaction Documents, or based upon, in respect of or by reason of such Transaction Document or the negotiation, execution, performance or breach of any of the Transaction Documents. To the extent permitted by Law, each party hereby waives and releases all such claims, causes of action, Liabilities and other obligations against any such Nonparty Affiliates, waives and releases any and all claims, causes of action, rights, remedies, demands or Proceedings that may otherwise be available to avoid or disregard the entity form of a party or otherwise impose the Liability of a party on any Nonparty Affiliate, whether granted by Law or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise and disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement and any representation or warranty made in, in connection with or as an inducement hereto. Nothing in this Agreement Section 12.12 is intended to, or shall, limit the Other Agreements, except guarantees provided by Seller Parent with respect to the extent specified obligations of Seller as expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the ClosingSeller Parent Guarantee. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. All claims (awhether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty Transaction Documents or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution, performance or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach non-performance of this Agreement or the Other Agreements Transaction Documents (including any representation or in respect of any oral representations made or alleged to be warranty made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing Transaction Documents or as an inducement to enter into this Agreement or the transactions contemplated Transaction Documents) may be made by any party hereto or thereto or any express third party beneficiary of any relevant provision hereof or thereof only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement or the Transaction Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the foregoingTransaction Documents (“Non-Party Affiliates”) shall have any liability (whether in Contract or in tort, whether at in law or in equity, in contractor based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in tort connection with or otherwiserelated to this Agreement, the Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement, the Transaction Documents or their negotiation or execution; and each party hereto or thereto waives and releases, on behalf of itself and in the case of Company, Company Related Parties, and in the case of Parent, Parent Related Parties, all such liabilities, claims and obligations against any such Non-Party Affiliates; it being understood that the foregoing shall not restrict any claims that the Company may assert pursuant to the terms and conditions of the Confidentiality Agreement or the rights of the Company as an express third party beneficiary under the Equity Commitment Letter pursuant to the terms and conditions of the Equity Commitment Letter. Nothing in this Section 11.14, (a) precludes the parties or express third party beneficiaries from exercising any rights under this Agreement or any other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (b) limits the liability of any Non-Party Affiliates under this Agreement or any other Transaction Document to which they are specifically a party. This Section 11.14 is subject to, and does not alter the scope or application of, Section 11.13. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 11.14.

Non-Recourse. (a) Notwithstanding anything Any claim or cause of action based upon, arising out of or related to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities brought against persons that are expressly identified herein named as parties hereto, and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only (x) with respect to the extent of the specific obligations undertaken set forth herein and (y) by such Sponsor pursuant the persons that are party to or are expressly identified as third party beneficiaries under Section 8.9, but solely with respect to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations matters set forth therein. In furtherance and not in limitation of the parties hereto for foregoing, and notwithstanding any Action (whether in tort, contract or otherwise) for breach other provision of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed Transaction Documents to the Purchaser except in connection with the Closing. (b) In no event shall the Companycontrary, the SellersCompany covenants, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective agrees and acknowledges that (a) no former, current or future general direct or limited partnersindirect equity holders, stockholderscontrolling persons, members, managersshareholders, directors, officers, employees, agents, advisorsaffiliates, successorsmembers, managers, general or limited partners or assignees of the Company, Parent or Merger Sub or any of their respective affiliates or assignees Representatives (including any Parent Related Party or Lender Related Party), in each case, that is not a party hereto, shall have any liability hereunder or obligation for any of the representations, warranties, covenants, agreements, obligations or liabilities of the Company, Parent or Merger Sub under this Agreement or for any action, suit, arbitration, claim, litigation, investigation or proceeding based on, in respect of, or by reason of, the transactions contemplated hereby (including the breach, termination or failure to consummate such transactions), in each case whether based on contract, tort, strict liability, other Laws or otherwise and whether by piercing the corporate veil, by a claim by or on behalf of a party hereto, and (b) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this AgreementAgreement or any related document shall be had against any Parent Related Party and neither the Company nor any of its Subsidiaries or any person acting on its or their behalf shall assert a claim or institute a Claim that is not a Retained Claim (as defined in the Limited Guarantee). For the avoidance of doubt, this Section 8.15 does not limit or affect any rights or remedies that Parent or Merger Sub may have against the Debt parties to the Commitment Letters and does not limit or affect any rights or remedies that the Company may have against (i) the Guarantors under the Limited Guarantee or (ii) the Guarantors under the Equity Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this This Agreement may only be enforced against, and any Action for breach claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against, brought against the entities that are expressly identified herein named as parties hereto and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only with respect to the extent of the specific obligations undertaken by set forth herein with respect to such Sponsor pursuant to party, except for claims that the applicable Company Entities may assert in accordance with the Guarantee, the Equity Commitment Letter or the applicable GuarantyConfidentiality Agreement. Except as set forth in this Agreement, the Guarantee, the Equity Commitment Letter, the Confidentiality Agreement, the Voting Agreement or the Rollover Agreements, no former, current or future officers, employees, directors, partners, equity holders, managers, members, attorneys, agents, advisors or other Representatives of any party hereto (each, a “Non-Recourse Party”) shall have any Liability liability for any Liabilities obligations or obligations liabilities of the parties any party hereto under this Agreement or for any Action claim or proceeding (whether in tort, contract or otherwise) for breach based on, in respect of this Agreement or by reason of the Other Agreements Transactions or in respect of any written or oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery . In furtherance and not in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any limitation of the foregoing, whether at law each party covenants, agrees and acknowledges that no recourse under this Agreement or equityany other agreement referenced herein or in connection with any Transactions shall be sought or had against any Non-Recourse Party, except for claims that any party may assert (A) against another party solely in contractaccordance with, in tort and pursuant to the terms and conditions of, this Agreement or otherwise(B) pursuant to the Guarantee, the Equity Commitment Letter or the Confidentiality Agreement, the Voting Agreement or the Rollover Agreements.

Non-Recourse. This Agreement may only be enforced against the named Parties. All legal proceedings, Legal Actions, obligations, losses, damages, claims or causes of action (awhether 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) Notwithstanding anything that may be based upon, arise under, out or by reason of, be connected with, or relate in any manner to the contrary in (i) this Agreement or any of the Other Agreementsother agreements or documents contemplated hereby, except (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 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 extent expressly set forth other agreements or documents contemplated hereby, and (iv) any failure of the Transactions or the other agreements or documents contemplated hereby to be consummated, in the applicable Equity Commitment Lettercase of clauses (i) and (iv), may be made only against (and are those solely of) the applicable Guaranty or Persons that are expressly named as parties to this Agreement, and the Confidentiality Agreement (Agreement, and then only to the extent of the specific obligations undertaken by of such named party to the Equity Commitment LetterPersons set forth in this Agreement, Guaranty or the Confidentiality Agreement, respectivelyas applicable. In furtherance and not in limitation of the foregoing, and not otherwise), and this Agreement may only be enforced against, and notwithstanding any Action for breach other provision of this Agreement may only be made againstto the contrary, each Party covenants, agrees and acknowledges that (except to the entities that are expressly identified herein extent named as parties a party, or the Confidentiality Agreement, and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by of such Sponsor pursuant to the applicable Equity Commitment Letter parties set forth in this Agreement, or the applicable GuarantyConfidentiality Agreement, as applicable) shall have no recourse under this Agreement, any Liability for related document or any Liabilities documents or obligations of the parties hereto for any Action (whether instruments delivered in tort, contract or otherwise) for breach of connection with this Agreement or the Other Agreements or in respect of any oral representations made or alleged to related document shall be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof had against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser Company Related Party or otherwiseBuyer Related Party, whether in contract, tort, equity, law or granted by statute whether by or through attempted piercing of the corporate veilcorporate, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general limited partnership or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort liability company veil or otherwise.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this This Agreement may only be enforced against, and any Action for breach claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be made against, brought against the entities that are expressly identified herein named as parties hereto and none of the members of the Purchaser Group other than the Purchaser their respective successors and the Sponsors (and, assigns. Except as set forth in the case immediately preceding sentence, no past, present or future director, officer, employee, incorporator, member, partners, stockholder, Affiliate, agent, attorney or Representative of a Sponsorany party hereto (collectively, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty“Specified Persons”) shall have any Liability liability for any Liabilities obligations or obligations liabilities of the parties any party hereto under this Agreement or for any Action claim based on, in respect of, or by reason of, the transactions contemplated hereby. (b) Notwithstanding anything to the contrary in this Agreement, the Purchaser’s aggregate liability for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in tortequity, contract in contract, in tort or otherwise) for arising under or in connection with any breach of this Agreement (whether willfully, intentionally, unintentionally or otherwise) or the Other Agreements failure of the Closing to occur for any reason or otherwise in connection with the Transactions or this Agreement or in respect of any oral representations made or alleged to be have been made in connection herewith, therewith shall be no party hereto greater than the Purchase Price and the Purchaser shall not have any rights further liability or obligation relating to or arising out of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing Transactions or the transactions contemplated by any other agreement or document relating thereto in excess of the foregoing, whether at law or equity, in contract, in tort or otherwisesuch amount.

Non-Recourse. (a) Notwithstanding anything This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to the contrary in this Agreement or the Other AgreementsTransactions may only be brought against, except the Company or SPAC as named parties hereto; and (b) Except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement a party hereto (and then only to the extent of the specific obligations undertaken by such named party hereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or other Representative of the Company (each, a “Company Non-Recourse Party”) or of SPAC (each, a “SPAC Non-Recourse Party”) and (ii) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, stockholder, Affiliate (including Sponsor), agent, attorney, advisor or other Representative of any of the foregoing shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company or SPAC under this Agreement for any claim based on, arising out of, or related to this Agreement or the Transactions. (c) Nothing in this Section limits claims by a party against the other party hereto (and only against such contracting party, not against any Non-Recourse Party) for intentional misrepresentation or fraud with respect to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, express representations and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors warranties set forth in Article III (and, in the case of a Sponsorthe Company) or Article IV (in the case of SPAC). For the avoidance of doubt, then only claims of intentional misrepresentation or fraud (i) are limited to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether express representations and warranties in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter(ii) exclude extra-contractual statements, the Debt Financing projections, forecasts, estimates or the transactions contemplated by omissions, and (iii) cannot be asserted against any of the foregoing, whether at law or equity, in contract, in tort or otherwiseNon-Recourse Party.

Non-Recourse. Except as set forth in the Confidentiality Agreement, (ai) Notwithstanding anything this Agreement may be enforced only against, and any claim, suit, litigation or other proceeding based upon, arising out of, or related to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then transactions contemplated hereby may be brought only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein named as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only with respect to the extent of the specific obligations undertaken by set forth herein with respect to such Sponsor pursuant party and (ii) with respect to the applicable Equity Commitment Letter each party, no past, present or the applicable Guarantyfuture director, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, or representative or (except for other named parties, and then only in such capacity) affiliate of any named party to this Agreement, shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract or tort, contract at law or in equity or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for breach any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such named party or for any claim based on, arising out of, or related to this Agreement or the Other Agreements or in respect transactions contemplated hereby. The provisions of any oral representations made or alleged this Section 11.20 are intended to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of of, and enforceable by the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, incorporators, members, partners, stockholders, agents, attorneys, advisors, successorsand other representatives and (except for other named parties, and then only in such capacity) affiliates or assignees in connection with of the parties, and each such person shall be a third-party beneficiary of this AgreementSection 11.20. Notwithstanding anything to the contrary contained herein, the Debt Commitment Letter, Osmotica Shareholders and the Osmotica Companies each agrees on behalf of itself and its affiliates that none of the Debt Financing Sources shall have any liability or obligation to the Osmotica Shareholders or the Osmotica Companies or any of their respective affiliates relating to this Agreement or any of the transactions contemplated herein (including the Financing, provided that in the event that the Financing is consummated, this Section 11.20 will not relieve any Debt Financing Sources from their obligations or liabilities under the applicable Financing documents). This Section 11.20 is intended to benefit and may be enforced by any the Debt Financing Sources and shall be binding on all successors and assigns of the foregoing, whether at law or equity, in contract, in tort or otherwiseOsmotica Shareholders and the Osmotica Companies.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this This Agreement may only be enforced against, and any Action for breach claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against, brought against the entities that are expressly identified herein named as parties Parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only with respect to the extent of the specific obligations undertaken by set forth herein with respect to such Sponsor pursuant to Party, except for claims that the applicable Company may assert in accordance with the Merger Agreement, the Confidentiality Agreement, the Rollover Agreements or the Equity Commitment Letter (and solely against the Person(s) who are expressly party to the Merger Agreement, the Confidentiality Agreement, the Rollover Agreements or the applicable GuarantyEquity Commitment Letter, as applicable). No former, current or future officers, employees, directors, partners, equity holders, managers, members, attorneys, agents, advisors or other Representatives of any Party (each, a “Non-Recourse Party”) shall have any Liability liability for any Liabilities obligations or obligations liabilities of the parties hereto any Party under this Agreement or for any Action claim or proceeding (whether in tort, contract or otherwise) for breach based on, in respect of this Agreement or by reason of the Other Agreements matters contemplated hereby or in respect of any written or oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery . In furtherance and not in respect hereof against any member limitation of the Purchaser Group foregoing, each Party covenants, agrees and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and acknowledges that no funds are expected to be contributed to the Purchaser except recourse under this Agreement or in connection with the Closing. matters contemplated hereby shall be sought or had against any Non-Recourse Party, except for claims that any Party may assert (bA) In no event shall against another Party solely in accordance with, and pursuant to the Companyterms and conditions of, this Agreement or (B) pursuant to the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Merger Agreement, the Debt Confidentiality Agreement, the Rollover Agreements or the Equity Commitment Letter against the Person(s) who are expressly party to the Merger Agreement, the Confidentiality Agreement, the Rollover Agreements or the Equity Commitment Letter, as applicable. Notwithstanding anything to the Debt Financing or contrary, the transactions contemplated by any Security Holders shall not constitute “Non-Recourse Parties” for purposes of the foregoing, whether at law or equity, in contract, in tort or otherwisethis Agreement.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement All claims or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent causes of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action Litigation (whether in tort, contract Contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract in law or otherwisein equity) by that may be based upon, arise out of or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed relate to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers Transaction Documents or the Trilogy Parties have negotiation, execution, performance or non-performance of Transaction Documents (including any rights representation or claims against, warranty made in or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, any other Transaction Document or as an inducement to enter into this Agreement or such other Transaction Document) may be made by any party hereto only against the Debt Commitment LetterPersons that are expressly identified as parties hereto or thereto. In no event shall any named party to the Transaction Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to the Transaction Documents (including the Financing Sources), including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate (disregarding for purposes of this Section 9.13, the Debt last sentence in the definition of “Affiliate”), agent, attorney or Representative of any named party to this Agreement that is not itself a named party to the Transaction Documents (including the Financing Sources) (“Non-Party Affiliates”), shall have any Liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or Liabilities arising under, in connection with or related to the transactions contemplated Transaction Documents or for any claim based on, in respect of, or by any reason of the foregoingTransaction Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, whether at law or equity, in contract, in tort or otherwiseclaims and obligations against any such Non-Party Affiliates (including the Financing Sources). The parties acknowledge and agree that the Non-Party Affiliates (including the Financing Sources) are intended third-party beneficiaries of this Section 9.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement No past, present or the Other Agreementsfuture director, except to the extent expressly set forth in the applicable Equity Commitment Letterofficer, the applicable Guaranty employee, incorporator, member, partner, equityholder, manager, agent, attorney, Representative or the Confidentiality Agreement (and then only to the extent Affiliate of the specific obligations undertaken by such named party to the Equity Commitment LetterParties or any of their Affiliates (each, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty“Non-Recourse Party”) shall will have any Liability for any obligations or Liabilities of Sellers or Purchaser, as applicable, under this Agreement or any agreement entered into in connection herewith of or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby. Any claim or cause of action based upon, arising out of, or related to this Agreement or any agreement, document or instrument contemplated hereby may only be brought against Persons that are expressly named as Parties or thereto, and then only with respect to the specific obligations set forth herein or therein. Other than the Parties, no other Person will have any Liability or obligation for any of the parties hereto for representations, warranties, covenants, agreements, obligations or Liabilities of any Action (whether in tort, contract or otherwise) for breach of Party under this Agreement or the Other Agreements agreements, documents or instruments contemplated hereby or of or for any Legal Proceeding based on, in respect of any oral representations made of, or alleged by reason of, Transactions (including the breach, termination or failure to be made consummate such transactions), in connection herewitheach case whether based on contract, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group tort, fraud, strict liability, other Laws or otherwise and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) a claim by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine a Party or penalty or by virtue of any statute, regulation or other applicable Law, another Person or otherwise. The Representative (Without limiting the foregoing, Sellers agree on behalf of the Sellers themselves and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised their respective Affiliates that the Purchaser has Lender will have no assets and that no funds are expected liability or obligation to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties any Seller or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source Acquired Entity or any of their respective former, current Affiliates relating to this Agreement or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoingTransactions (including the Debt Financing) (provided that for the avoidance of doubt, whether at law Purchaser and its Affiliates (if applicable) shall have recourse against, and nothing in this Agreement shall in any way limit or equitymodify the rights of Purchaser and its Affiliates (if applicable) against (or the obligations of), in contract, in tort or otherwisethe Lender pursuant to the terms of the Debt Agreements). This Section 11.11 is intended to benefit and may be enforced by each Non-Recourse Party and the Lender (and each such Person will be a third party beneficiary of this Section 11.11) and will be binding on all the respective successors and permitted assigns of the Parties.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this This Agreement may only be enforced against, and any Action for breach claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against, brought against the entities that are expressly identified herein named as parties hereto and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only with respect to the extent of the specific obligations undertaken by set forth herein with respect to such Sponsor pursuant to the applicable Equity Commitment Letter party. No past, present or the applicable Guaranty) shall have any Liability for any Liabilities future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect other Representative of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue Affiliate of any statuteparty hereto, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim or action based on, in respect of or by reason of the transactions contemplated hereby. For the avoidance of doubt, Seller, the Company and their Affiliates shall not have any liability to the Lenders or any financing source in respect of the Debt Financing or their respective former, current Affiliates or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees representatives in connection with this Agreement, the Debt Financing Commitment, or the transactions contemplated hereby or thereby. Further, subject to the rights of the parties to the Debt Financing Commitment Letteror other definitive documents with respect to the Debt Financing, under the terms thereof, each party hereto (on behalf of itself and its Affiliates), solely in their respective capacities as parties to this Agreement, agrees not to commence any action or proceeding against any of the Lenders or financing source in respect of the Debt Financing or their respective Affiliates or representatives in connection with this Agreement or any Debt Financing Commitment, or the transactions contemplated by any of the foregoinghereby or thereby, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. (a) Notwithstanding anything This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of or related to the contrary in this Agreement or may only be brought against, the Other Agreements, except Persons that are expressly named as parties to this Agreement. Except to the extent expressly set forth in named as a party to this Agreement, or as guarantor under the applicable Equity Commitment LetterGuaranty, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by of such named parties set forth in this Agreement, no past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or representative of any party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and or any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none Subsidiary of the members of the Company or any other Seller Party or Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall Party will have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract, tort, contract equity or otherwise) for breach any of the representations, warranties, covenants, agreements or other obligations or liabilities of any of the parties to this Agreement or for any claim based upon, arising out of or related to this Agreement. (b) Notwithstanding anything herein to the contrary, each Seller Party, the Company and its Subsidiaries, equityholders, Affiliates, officers, directors, employees and Representatives hereby waive any rights or claims against any Financing Sources in connection with or that may arise out of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoingFinancing, whether at law or equity, in contract, in tort or otherwise, and each of the Company and its Subsidiaries, equityholders, Affiliates, officers, directors, employees and Representatives agrees not to commence a proceeding against any Financing Source in connection with this Agreement or the transactions contemplated hereunder (including any proceeding relating to the Financing) and will not have any rights or claims against any of the Financing Sources. In furtherance and not in limitation of the foregoing waiver, it is agreed that no Financing Source shall have any liability for any claims, losses, settlements, liabilities, damages, costs, expenses, fines or penalties to the Company or any of its Subsidiaries, equityholders, Affiliates, officers, directors, employees and Representatives in connection with this Agreement or the transactions contemplated hereunder.

Non-Recourse. (a) Notwithstanding anything to that may be expressed or implied in this Agreement, and other than in respect of Fraud, the contrary in Company agrees and acknowledges that no recourse under this Agreement or the Other Agreementsany documents or instruments delivered in connection with this Agreement shall be had against any former, except current or future director, officer, employee, incorporator, Affiliate, member, manager, partner, equity holder, agent, attorney or representative of any Parent Equityholder or any Affiliate, successor or permitted assignee of any Parent Equityholder (excluding any Parent Equityholder who may be deemed to the extent expressly set forth be a Non-Recourse Party of another Parent Equityholder other than in the applicable Equity Commitment Letterits role as a Parent Equityholder itself) (collectively, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise“Non-Recourse Parties”), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwisesuch, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgmentassessment or by any legal or equitable proceeding, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers it being expressly agreed and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and acknowledged that no funds are expected to personal liability whatsoever shall attach to, be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Companyimposed on or otherwise be incurred by any Non-Recourse Parties, the Sellersas such, the Trilogy Parties for any obligation of any Parent Equityholder under this Agreement or any Person claiming by, through documents or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees instruments delivered in connection with this AgreementAgreement for any claim based on, the Debt Commitment Letterin respect of or by reason of such obligations or their creation, the Debt Financing or otherwise by reason of this Agreement or its negotiation or execution or the transactions contemplated by hereby, and the Company (and at and following the Closing the Surviving Corporation) waives and releases all such liabilities, claims and obligations against any such Non-Recourse Parties. None of the foregoingFinancing Sources will have any liability to Parent or its Affiliates relating to or arising out of this Agreement or the Debt Financing, whether at law or equity, in contract, in tort or otherwise, and neither Parent nor any of its Affiliates will have any rights or claims against any of the Financing Sources. Each of the Non-Recourse Parties is expressly intended as a third party beneficiary of this provision of this Agreement.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this This Agreement may only be enforced against, and any Action for that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, performance or breach (whether willful, intentional, unintentional or otherwise), of this Agreement, including, without limitation, any representation or warranty made in connection with this Agreement or any of the other Operative Agreements (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”) may only be made against, or asserted against (and are expressly limited to) the entities Persons that are expressly identified herein as parties the Parties in the preamble to and none signature pages of the members this Agreement or such Operative Agreements and solely in their capacities as such. No Person who is not a Party, including (i) any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of, and any financial advisor or lender to (all above-described Persons in this subclause (i), collectively “Affiliated Persons”) a Party or its Affiliates and (ii) any Affiliated Persons of the Purchaser Group other than the Purchaser such Affiliated Persons, and the Sponsors Parties (andthe Persons in subclauses (i) and (ii), in together with their respective successors, assigns, heirs, executors or administrators, collectively, but specifically excluding the case of a SponsorParties, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty“Non-Parties”) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or liability whatsoever in respect of, based upon or arising out of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any Recourse Theory. Without limiting the rights of recovery any Party against the other Parties as set forth herein, in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Companyany Party, the Sellers, the Trilogy Parties any of its Affiliates or any Person claiming by, through or for on behalf of any of them institute any Action under any Recourse Theory against any Non-Party. Notwithstanding anything to the benefit contrary contained herein, Seller agrees, on behalf of itself, its equityholders and Affiliates (the “Seller Parties”), that none of the Company, the Sellers or the Trilogy Lender Related Parties shall have any rights liability or claims against, or seek obligation to obtain monetary damages from, any Debt Financing Source the Seller Parties relating to this Agreement or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated herein (including the Debt Financing). This Section 11.15 is intended to benefit and may be enforced by any the Lender Related Parties and shall be binding on all successors and permitted assigns of the foregoing, whether at law or equity, in contract, in tort or otherwiseSeller Parties.

Non-Recourse. All claims or causes of action (awhether in contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to the contrary in this Agreement Agreement, or the Other Agreementsnegotiation, execution or performance of this Agreement, the Offer or the Merger contemplated hereby, may, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty Letter or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment LetterLimited Guaranty, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, only against the entities that are expressly identified herein as parties hereto and none of the members of the Purchaser Group other thereto. Other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Limited Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no person who is not a named party hereto shall have any rights of recovery in respect hereof against any member of to this Agreement, including the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages fromDebt Financing Related Parties, any Debt Financing Source past, present or future affiliate thereof or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, incorporators, members, managers, partners, direct or indirect equityholders (including stockholders and optionholders), affiliates, agents, advisorsattorneys or representatives (“Non-Party Affiliates”), successorsshall have any Liability (whether in contract or in tort, affiliates under any Legal Requirements or assignees in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement, the Debt Commitment LetterOffer or the Merger contemplated hereby (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement, the Debt Financing Offer or the transactions Merger contemplated by any hereby (as the case may be) or the negotiation or execution hereof or thereof, and each party hereto waives and releases all such liabilities, claims and obligations (other than Liabilities, claims and obligations of the foregoing, whether at law Sponsor pursuant to the Equity Commitment Letter or equity, in contract, in tort or otherwisethe Limited Guaranty) against any such Non-Party Affiliates.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except Except to the extent otherwise expressly set forth in the applicable Limited Guarantees and the Equity Commitment LetterLetters, the applicable Guaranty all claims, obligations, 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, arise under or out of this Agreement, or the Confidentiality negotiation, execution, or performance of this Agreement may only be made or enforced against the Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party to this Agreement or the Limited Guarantees or the Equity Commitment Letters (and then only to the extent of the specific obligations undertaken by such named party to Person in this Agreement or the Limited Guarantees or the Equity Commitment Letter, Guaranty or the Confidentiality AgreementLetters, respectively, and not otherwise), and this Agreement may only be enforced againstno past, and present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any Action for breach of this Agreement may only be made againstParty hereto, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any obligations or Liabilities of such Party under this Agreement or obligations any documents or instruments delivered in connection with this Agreement (unless a signatory party thereto in his or her personal capacity and not on behalf of the parties hereto a Party) for any Action claim (whether arising in contract, tort, contract equity or otherwise) for breach of this Agreement or the Other Agreements or based on, in respect of any oral representations made of, or alleged to be made in connection herewithby reason of, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwisesuch obligations, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgmentassessment or by any legal or equitable Proceeding, fine or penalty or by virtue of any statute, regulation or other applicable Law. Without limiting the foregoing, or otherwise. The Representative notwithstanding anything herein to the contrary, Seller (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Companystockholders, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managersAffiliates, directors, officers, employees, Representatives and agents) hereby waives any and all rights and claims against any Buyer Related Party (other than claims against Buyer under this Agreement or any other Transaction Document and claims against Sponsor and GIC under its respective Limited Guarantee) that may be based upon, advisorsin respect of, successors, affiliates arise under or assignees in connection with out of this Agreement, the Debt Commitment Letter, the Debt Financing Agreement or the transactions contemplated by any of the foregoingFinancing Commitments, whether at law Law or in equity, in contract, in tort tort, or otherwise; provided that for clarity, Seller shall be entitled to seek specific performance against the Investors under their respective Equity Financing Commitments, subject to the terms thereof and the limitations set forth in Section 11.7. Each of the Buyer Related Parties (other than Buyer) and the Seller Related Parties is a third party beneficiary of this Section 11.14.

Non-Recourse. (a) Notwithstanding anything All claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to the contrary in this Agreement or the Other Agreementsother Transaction Documents, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach performance of this Agreement or the other Transaction Documents (including any representation or warranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may only be made against, only against the entities that are expressly identified herein as parties hereto and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of thereto. No Person who is not a Sponsor, then only named party to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements other Transaction Documents, including any past, present or in respect future Affiliate of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source Group Companies or any of their respective former, current or future general or limited partners, stockholders, members, managers, former directors, officers, employees, incorporators, members, managers, partners, shareholders, trustees, Affiliates, agents, advisorsattorneys or representatives (“Non-Party Affiliates”), successorsshall have any liability (whether in contract or in tort, affiliates in law or assignees in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Transaction Document (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Transaction Document (as the case may be) or the negotiation or execution hereof or thereof; and each Party hereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. (b) Except as provided in Annex F, recourse of Parent or Buyer to the R&W Insurance Policy shall be Parent’s, Buyer’s and their respective Affiliates’ sole and exclusive remedy for any breach of the representations and warranties of the Company, any Founder HoldCo and the Sellers contained in this Agreement, except in the Debt Commitment Letter, case of fraud. Parent and Buyer may not avoid the Debt Financing limitations on liability set forth in this Section 11.02 by seeking damages for breach of contract or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwisepursuant to any other theory of liability or by claiming against any Person entitled to claim over against a Party or such Party’s Non-Party Affiliates.

Non-Recourse. All claims, obligations, Liabilities, Actions or causes of action (awhether in Contract or in tort, in law or in equity, or granted by statute) Notwithstanding anything that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to the contrary in this Agreement Agreement, or the Other Agreementsnegotiation, except to the extent expressly set forth in the applicable Equity Commitment Letterexecution, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made against, only against (and are expressly limited to) the entities that are expressly identified herein as parties hereto in the preamble to this Agreement or, if applicable, their successors and none assigns (“Contracting Parties”) in each case, subject to and in accordance with the terms and conditions of this Agreement, including Section 12.05. No Person who is not a Contracting Party, including any past, present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, consultant, attorney, accountants, financial advisor or other representative of, and any lender to, any Contracting Party, or any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, consultant, attorney, accountants, financial advisor or other representative of, and any lender to, any of the members of the Purchaser Group other than the Purchaser and the Sponsors foregoing (and“Nonparty Affiliates”), in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in Contract or in tort, contract in law or otherwisein equity, or granted by statute) for breach any claims, causes of action, obligations, or other Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or their negotiation, execution, performance, or breach; and, to the Other Agreements maximum extent permitted by Law, each Contracting Party hereby waives and releases all such claims, causes of action, obligations and other Liabilities against any such Nonparty Affiliates. It is expressly agreed that the Nonparty Affiliates to whom this Section 12.19 applies shall be third-party beneficiaries of this Section 12.19. Notwithstanding anything in this Agreement or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed Transaction Agreement to the Purchaser except contrary, nothing in connection with the Closing. (b) In no event this Agreement shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have limit any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any a Person may have in respect of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwisefraud.

Non-Recourse. (a) Notwithstanding anything to the contrary contained in this Agreement, no Company Related Party nor any other party hereto shall have any rights or claims against any Debt Financing Source, in any way relating to this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent any of the specific obligations undertaken transactions contemplated by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality this Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to have been made in (b) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Each party agrees, on behalf of itself and its Affiliates and Non-Recourse Related Parties, that, except to the extent a named party in this Agreement and except to the extent provided in and subject to the terms of the Confidentiality Agreement, Equity Financing Commitment, or the Limited Guaranty, (i) neither it nor any of its Affiliates will bring or support any action, cause of action, claim, cross-claim, or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort, or otherwise, against any Non-Recourse Related Party, in any way relating to this Agreement or the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Equity Financing Commitment or the definitive agreements executed in connection therewith or the performance thereof and (ii) no Non-Recourse Related Party shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party or its Affiliates or their respective directors, officers, employees, agents, partners, managers or equity holders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby or in respect of any oral representations made or alleged to have been made in connection herewith. For purposes of this Agreement, no party hereto shall have any rights of recovery in “Non-Recourse Related Parties” means with respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwiseParent, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable LawMerger Sub, or otherwise. The Representative (the Guarantor, on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall one hand, or the Company, on the Sellersother hand, the Trilogy Parties or any Person claiming byas applicable, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or and future general or limited partnersequity holders, stockholders, members, managerscontrolling persons, directors, officers, employees, agents, advisorsgeneral or limited partners, successorsmanagers, affiliates management companies, members, stockholders, Affiliates or permitted assignees in connection with this Agreementand any and all former, the Debt Commitment Lettercurrent and future equity holders, the Debt Financing controlling persons, directors, officers, employees, agents, general or the transactions contemplated by limited partners, managers, management companies, members, stockholders, Affiliates or permitted assignees of any of the foregoing, whether at law and any and all former, current and future heirs, executors, administrators, trustees, successors or equitypermitted assigns of any of the foregoing. For the avoidance of doubt, in contractParent, in tort or otherwiseMerger Sub, Guarantor, and the Company shall not be Non- Recourse Related Parties. [The remainder of this page is intentionally left blank.]

Non-Recourse. All claims or causes of action (awhether in contract or in tort, in law or in equity, or granted by statute) Notwithstanding anything that may be based upon, in respect of, arise under, out or by reason of, be connected with, or related in any manner to the contrary in this Agreement or the Other Agreementsother transaction documents to which Sellers are party, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement may be made only against (and then only to are expressly limited to) the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities Persons that are expressly identified herein as parties hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or representative of, and none of the members of the Purchaser Group any financial advisor or Debt Financing Source Related Party to, any Contracting Party (other than the Purchaser and the Sponsors another Contracting Party) (and“Non-Party Affiliates”), in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in contract or in tort, contract in law or otherwisein equity, or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for breach any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or the Ancillary Agreements or based on, in respect of, or by reason of this Agreement or the Other Ancillary Agreements or their negotiation, execution, performance or breach; and, to the maximum extent permitted by Law, each Contracting Party waives and releases all such Liabilities, claims and obligations against any such Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or the other transaction documents to which Sellers are party or any oral representations representation or warranty made or alleged to be made in, in connection herewithwith, no or as an inducement to this Agreement or the Ancillary Agreements. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party hereto beneficiaries of this Section 10.7. Sellers covenant and agree that they shall have not institute any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether based in contract, tort, contract fraud, strict liability, other laws or otherwise) by arising under or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Companywith, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing Letters or the transactions contemplated by hereby or thereby against the Debt Financing Source Related Parties and that the Debt Financing Source Related Parties shall not have any of the foregoing, liability or obligations (whether at law or equity, based in contract, in tort tort, fraud, strict liability, other laws or otherwise) to Sellers arising out of or relating to this Agreement, the Debt Commitment Letters or the transactions contemplated hereby or thereby. Nothing in this Agreement (including this Section 10.7) will limit the rights of the parties to the Equity Commitment Letters (or the Company as an intended third party beneficiary of the Equity Commitment Letters to the extent set forth therein) but subject to the terms and conditions thereof.

Non-Recourse. All claims or causes of action (awhether in contract or in tort, in law or in equity or otherwise) Notwithstanding anything that may be based upon, arise out of or relate to this Agreement, the contrary in this Pulp Supply Agreement or the Other AgreementsTransition Services Agreement, except the negotiation, execution, performance or non-performance of this Agreement, the Pulp Supply Agreement or the Transition Services Agreement, the due diligence of the Business by the Purchaser, the validity of this Agreement, the Pulp Supply Agreement or the Transition Services Agreement or the interpretation and enforcement of the rights and duties of the Parties hereunder or thereunder or related in any way to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement foregoing may only be enforced against, and any Action for breach of this Agreement may only be made against, by any Party hereto only against the entities Persons that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (andhereto or, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Transition Services Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) Pulp Supply Agreement, thereto. In no event shall the Company, the Sellers, the Trilogy Parties a named Party to this Agreement have any shared or any Person claiming by, through or vicarious liability for the benefit actions or omissions of the Companyany other Person. No Person who is not a named party to this Agreement, the Sellers including any director, officer, employee, incorporator, member, partner, securityholder, Affiliate, family member, trustee, agent, attorney or the Trilogy Parties representative of any named party to this Agreement (“Non-Party Affiliates”), shall have any rights liability (whether in contract or claims againstin tort, in law or seek in equity or based upon any theory that seeks to obtain monetary damages from, impose liability of an entity party against its owners or Affiliates) to any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with party to this Agreement, the Debt Commitment LetterPulp Supply Agreement or the Transition Services Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement, the Debt Financing Pulp Supply Agreement or the transactions contemplated Transition Services Agreement or for any claim or cause of action (whether in contract or in tort, in law or in equity, or otherwise) based on, in respect of, or by any reason of this Agreement, the Pulp Supply Agreement or the Transition Services Agreement, the negotiation, execution, performance or non-performance of this Agreement, the Pulp Supply Agreement or the Transition Services Agreement, the due diligence of the Business by the Purchaser, the validity of this Agreement, the Pulp Supply Agreement or the Transition Services Agreement or the interpretation and enforcement of the rights and duties of the Parties hereunder or thereunder or related in any way to the foregoing; and each Party waives and releases all such liabilities, whether at law or equity, in contract, in tort or otherwiseclaims and obligations against any such Non-Party Affiliates. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 11.16.

Non-Recourse. (a) Notwithstanding anything Except as otherwise contemplated by ARTICLE XI, or in the case of claims against a Person in respect of such Person’s actual fraud: (i) this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Lettertransactions contemplated hereby may only be brought against, the applicable Guaranty or the Confidentiality Agreement Parties; and (ii) except with respect to a Party (and then only to the extent of the specific obligations undertaken by such named party Party), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, or Representative or Affiliate of the Company, Parent or either Merger Sub, and (ii) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent or either Merger Sub under this Agreement for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. (b) Notwithstanding any provision of this Agreement to the Equity Commitment Letter, Guaranty contrary: (i) in no event shall any Party or the Confidentiality Agreement, respectively, and not otherwise), and its respective Affiliates or Representatives (A) seek to enforce this Agreement may only be enforced against, and make any Action claims for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain recover monetary damages from, any Debt Transaction Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees Investor in connection with this Agreement, or (B) prior to the Debt Commitment LetterClosing, seek to enforce the Debt commitments against, make any claims for breach of any Transaction Financing Agreement against, or seek to recover monetary damages from, or otherwise sue, any Transaction Financing Investor for the Transaction Financing Commitments in connection with this Agreement or the obligations of the Transaction Financing Investors for the Transaction Financing Commitments under the applicable Transaction Financing Agreement; it being agreed that the foregoing clauses (A) and (B) shall include the agreement not to commence (and, if commenced, agrees to dismiss or otherwise terminate, and not to assist) any action, arbitration, audit, hearing, investigation, litigation, petition, grievance, complaint, suit or proceeding against any Transaction Financing Investor; and (ii) each Party, on behalf of itself and its respective Affiliates and Representatives, hereby (A) acknowledges that no Transaction Financing Investor shall have any liability to such Party under this Agreement or for any claim made by such Party based on, in respect of, or by reason of the transactions contemplated by hereby, including any dispute relating to, or arising from, the Transaction Financing Commitments, (B) waives any rights or claims of the foregoing, any kind or nature (whether at in law or in equity, in contract, in tort or otherwise) such Party may have against any Transaction Financing Investor relating to this Agreement, the Transaction Financing Commitments or the transactions contemplated hereby. (iii) Nothing in this Section 11.16(b) shall in any way limit or qualify the rights and obligations of the Transaction Financing Investors for the applicable Transaction Financing Commitments and the other parties to the Transaction Financing Commitments (or the definitive documents related thereto) to each other thereunder or in connection therewith. Without limiting the foregoing, no Transaction Financing Investor shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature with respect to the transactions contemplated by this Agreement.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, Except in the case of a Sponsorfraud, then only in no event will any Company Party seek or obtain, nor will it permit any of its Representatives to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter seek or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group obtain through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser Company, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any member Non-Recourse Parent Party (as defined in the Equity Commitment Letter) with respect to this Agreement, the Transaction Documents or the transactions contemplated hereby and thereby, or the negotiation or execution hereof (including any breach by any Parent Party), the termination of this Agreement, the Purchaser Group, by failure to consummate the enforcement transactions contemplated hereby or any claims or actions under applicable Laws arising out of any judgmentsuch breach, fine termination or penalty failure, other than from a Parent Party to the extent expressly provided for in this Agreement. Except in the case of fraud, in no event will any Parent Party seek or by virtue obtain, nor will they permit any of any statute, regulation their Representatives or other applicable Law, to seek or otherwise. The Representative (obtain through or on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that any Parent Party, nor will they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or permit any of their respective Representatives to seek or obtain, nor will any Person be entitled to seek or obtain, any monetary recovery or monetary award against any former, current or future general director, officer, employee, manager, member, partner, stockholder, agent, Affiliate or limited partnersother Representative of the Company or any of its Subsidiary (each such Person, stockholdersother than the Company or a Subsidiary of the Company, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection a “Non-Recourse Company Party”) with respect to this Agreement, the Debt Commitment Letter, the Debt Financing Transaction Documents or the transactions contemplated hereby or thereby, or the negotiation or execution hereof (including any breach by the Company or any of its Subsidiary), the foregoingtermination of this Agreement, whether at law the failure to consummate the transactions contemplated hereby or equityany claims or actions under applicable Laws arising out of any such breach, termination or failure, other than from the Company or its Subsidiary to the extent expressly provided for in contract, in tort or otherwisethis Agreement.

Non-Recourse. All claims or causes of action (awhether in contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to this Agreement or any other document, certificate or instrument delivered pursuant hereto, or the contrary 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 the Persons that are expressly identified as Parties hereto or thereto. In no event shall any named Party to this Agreement or the Other Agreements, except to other documents delivered pursuant hereto have any shared or vicarious liability for the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty actions or the Confidentiality Agreement (and then only to the extent omissions of the specific obligations undertaken by such any other Person. No Person who is not a named party to the Equity Commitment Letter, Guaranty this Agreement or the Confidentiality Agreementother documents delivered pursuant hereto, respectivelyincluding without limitation any director, and not otherwiseofficer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement (“Non-Party Affiliates”), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in contract or in tort, contract in law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for breach 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 on, in respect of, or by reason of this Agreement or the Other Agreements any other document, certificate or in respect of any oral representations made instrument delivered pursuant hereto or alleged to be made in connection herewith, no its negotiation or execution; and each party hereto shall have any rights of recovery in respect hereof or thereto waives and releases all such Liabilities, claims and obligations against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwisesuch Non-Party Affiliates. The Representative (on behalf of the Sellers Parties acknowledge and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised agree that the Purchaser has no assets and that no funds Non-Party Affiliates are expected to be contributed to the Purchaser except in connection with the Closingintended third-party beneficiaries of this Section 11.16. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this This Agreement may only be enforced againstagainst the named parties hereto (subject to the terms, conditions and other limitations set forth herein), and any Action for breach (a) all claims or causes of action that may be based upon, arise out of or relate to this Agreement, the negotiation, execution or performance of this Agreement Agreement, the termination of this Agreement, the failure to consummate the transactions contemplated hereby or any claims or actions under applicable Laws arising out of any such breach, termination or failure, may only be made against, only against the entities Persons that are expressly identified herein as parties hereto and none (b) no past, present or future director, manager, officer, employee, incorporator, member, general or limited partner, stockholder, Financing Source, controlling person, Optionholder, RSUholder, Warrantholder, trustee, Affiliate, agent, attorney, successors and assigns or representative of the members of the Purchaser Group other than the Purchaser and the Sponsors any party hereto (and, in the case including any person negotiating or executing this Agreement on behalf of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guarantyparty hereto) shall have any Liability for any Liabilities liability or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of obligation with respect to this Agreement or any of the Other Agreements other Transaction Documents or with respect to any claim or cause of action that may arise out of or relate to this Agreement or any of the other Transaction Documents, or the negotiation, execution or performance of this Agreement. Nothing in respect this Section 7.17 shall be deemed to alter, modify, replace or limit the terms, provisions and agreements set forth in Section 7.1. Notwithstanding anything herein to the contrary, none of any oral representations made or alleged to be made in connection herewith, no party hereto shall the Financing Sources will have any rights liability to the Company or any of recovery in respect hereof against any member its Affiliates relating to or arising out of this Agreement, the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser Debt Financing or otherwise, whether by at law or through attempted piercing of the corporate veilin equity, by or through an Action (whether in tortcontract, contract tort or otherwise) by or on behalf , and neither the Company nor any of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event Affiliates shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by against any of the foregoingFinancing Sources hereunder or thereunder (provided that nothing herein shall limit the rights of the Company and its Affiliates from and after the Effective Time under any Debt Commitment Letter or Definitive Financing Arrangements (but not, whether at law or equityfor the avoidance of doubt, in contract, in tort or otherwisethis Agreement) to the extent the Company and/or such Affiliate(s) are party thereto).

Non-Recourse. All Actions (awhether in contract or in tort, in Law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to the contrary in this Agreement or the Other AgreementsAncillary Documents, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach performance of this Agreement or the Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the Ancillary Documents or as an inducement to enter into this Agreement or the Ancillary Documents), may only be made against, only against the entities that are expressly identified herein as Parties hereto and parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of thereto. No Person who is not a Sponsor, then only named party to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter this Agreement or the applicable Guaranty) Ancillary Documents, including any past, present or future director, manager, officer, employee, incorporator, member, partner, equityholders (including stockholders and optionholders), Affiliate, agent, attorney or representative of any named party to this Agreement or the other Ancillary Documents (“Non-Party Affiliates”), shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract or in tort, contract in Law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for breach any obligations or liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Ancillary Document (as the Other Agreements case may be) or in respect of any oral representations made the negotiation or alleged to be made in connection herewithexecution hereof or thereof; and each Party waives and releases all such liabilities, no party hereto shall have any rights of recovery in respect hereof claims and obligations against any member such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of the Purchaser Group and no personal liability shall attach to any member this provision of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth than in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement event of fraud (and then only with respect to the extent of the specific obligations undertaken by party committing such named party to the Equity Commitment Letter, Guaranty fraud) but notwithstanding anything else that may be expressed or the Confidentiality implied in this Agreement, respectivelyany Ancillary Agreement or any document, certificate or instrument delivered in connection herewith or therewith, each party hereby acknowledges and not otherwise), and this Agreement may only be enforced agrees that it has no right of recovery against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to to, the former, current or future direct or indirect equity holders (other than Parent and its Subsidiaries), directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners or assignees of Parent, Seller or Buyer or any member former, current or future direct or indirect equity holder, director, officer, employee, incorporator, agent, attorney, representative, general or limited partner, member, manager, Affiliate, agent, assignee or representative of any of the Purchaser Group foregoing (collectively (but not including Seller, Buyer or Parent), the “Party Affiliates”), through the Purchaser Parent, Seller or Buyer or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil, by or through an Action (whether in tort, contract or otherwise) a claim by or on behalf of the Purchaser against any member of the Purchaser GroupBuyer, Parent or Seller by the enforcement of any judgmentassessment or by any legal or equitable Litigation, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection , with the Closing. (b) In no event shall the Companyrespect this Agreement, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers Ancillary Agreement or the Trilogy Parties have any transactions contemplated hereby or thereby, except for Buyer’s rights or claims againstto recover from the Seller and Parent, or seek Parent’s and Seller’s right to obtain monetary damages from, any Debt Financing Source or recover from Buyer (but not any of their respective formerParty Affiliates) under and to the extent provided for in this Agreement or any Ancillary Agreement or document, current certificate or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees instrument delivered in connection with this Agreementherewith or therewith, subject to the Debt Commitment Letter, the Debt Financing limitations described herein or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwisetherein.

Non-Recourse. (a) Notwithstanding anything to Without limiting the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent rights of the specific obligations undertaken by such named party to the Equity Commitment LetterParties under Section 13.14, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be made brought against, the entities that are expressly identified named as Parties hereto and then only with respect to the specific obligations set forth herein as parties with respect to such Party; provided, however that nothing herein shall limit the rights and none remedies of the members of Company and its Affiliates under the Purchaser Group other than the Purchaser and the Sponsors (and, Confidentiality Agreement. Except in the case of a Sponsorfraud, then only to the extent (i) no past, present or future director, officer, employee, incorporator, member, manager, partner, equityholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named Party and (ii) no past, present or future director, officer, employee, incorporator, member, manager, partner, equityholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) foregoing shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract, tort, contract equity or otherwise) for breach any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Parties (whether for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement or the Other Agreements or in respect transactions contemplated hereby. Notwithstanding any provision of any oral representations made or alleged this Agreement to be made in connection herewiththe contrary, no party hereto shall have any rights of recovery in respect hereof against any member of (x) the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwiseCompany, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Companystockholders, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managersAffiliates, directors, officers, employees, agentscontrolling persons, advisorsagents and other representatives (collectively with the Company, successorsthe “Company Related Parties”) agrees that none of the Financing Sources shall have any liability or obligation to any Company Related Party relating to this Agreement or any of the transactions contemplated herein or hereby (including the Financing and the transactions contemplated thereby) and (y) each of the Company Related Parties hereby waives any right or claim of any kind or description and agrees that it will not bring or support any Action of any kind or description (whether in law or in equity, affiliates whether in contract or assignees in connection with tort or otherwise) against any of the Financing Sources which directly or indirectly arise out of or in any way relate to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Financing, the Debt Commitment Letter, the Debt Financing Letter or the performance thereof or the financings or any other transactions contemplated thereby. This Section 13.15 is intended to benefit and may be enforced by any of the foregoing, whether at law or equity, in contract, in tort or otherwiseFinancing Sources.

Non-Recourse. (a) Notwithstanding anything to Without limiting the contrary in this Agreement or rights of the Other Agreements, except Company under and to the extent provided under Section 9.5, this Agreement may only be enforced against the entities that are expressly set forth named as parties hereto (and the Guarantor in accordance with the applicable Equity Commitment LetterGuaranty and any other Person named a party to any other agreement entered into in connection with the Merger) with respect to this Agreement, the applicable Commitment Letters or the Guaranty or the Confidentiality transactions contemplated hereby and thereby. Except to the extent a named party to this Agreement (and the Guarantor in accordance with the Guaranty and any other Person named a party to any other agreement entered into in connection with the Merger) (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty herein or the Confidentiality Agreement, respectivelytherein, and not otherwise), and this Agreement may only be enforced againstno past, and present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) foregoing shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract, tort, contract equity or otherwise) for breach any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of Company, Parent or Merger Sub under this Agreement (whether for indemnification or otherwise) or of or for any Action based on, arising out of, or related to this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewithMerger; provided, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwisehowever, whether by or through attempted piercing of the corporate veilthat, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of notwithstanding the foregoing, whether at law nothing in this Section 9.15 shall in any way limit or equitymodify the rights and obligations of Parent under this Agreement or any Person’s obligations to Parent and, in contractfollowing the consummation of the Closing, in tort or otherwisethe Company and its Subsidiaries, under the Commitment Letters.

Non-Recourse. (a) Notwithstanding anything This Agreement may only be enforced against the Parties and the Affiliate Guarantors (subject to the contrary in terms, conditions and other limitations set forth herein). Subject to the limitations contained herein, (i) all claims or causes of action that may be based upon, arise out of or relate to this Agreement may be made only against the Parties and the Affiliate Guarantors and (ii) except for any express obligations hereunder or under another Transaction Document, no Seller Related Party or Purchaser Related Party shall have any liability or obligation with respect to this Agreement or with respect any claim or cause of action that may arise out of or relate to this Agreement. (b) Notwithstanding anything that may be expressed or implied in this Agreement, each of the Other AgreementsParties hereto agree, except on behalf of such Party and its Affiliates, that this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against, the Parties hereto and the Affiliate Guarantors and then only with respect to the specific obligations set forth herein or in the Affiliate Guarantee (subject to the limitations contained therein), respectively, with respect to any such Party or the Affiliate Guarantors. Except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty any Seller Related Party is a named party to this Agreement or the Confidentiality Agreement another Transaction Document (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty in this Agreement or the Confidentiality Agreement, respectivelyapplicable Transaction Document, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) no Seller Related Party shall have any Liability for liability to Purchaser or any Liabilities of its Affiliates relating to or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach arising out of this Agreement or the Other Agreements in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith, whether at law or equity, in contract, in tort or otherwise. Except to the extent any Purchaser Related Party is a named party to this Agreement or another Transaction Document (and then only to the extent of the specific obligations undertaken by such named party in this Agreement or the applicable Transaction Document, and not otherwise), no party hereto Purchaser Related Party shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages fromParent, any Debt Financing Source Seller or any of their respective former, current Affiliates relating to or future general arising out of this Agreement or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates in respect of any other document or assignees theory of law or equity or in respect of any oral representations made or alleged to be made in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoingherewith, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. Each Party agrees that all claims or causes of action (awhether based on contract, equity, tort or any other theory) that may be based upon, arise out of or relate to this Agreement or the negotiation execution or performance of this Agreement may be made only against persons who are Parties to this Agreement (including for the avoidance of doubt, Purchaser Direct Parent, Seller Parent, and, with respect to claims arising out of or relating to Section 5.16 or Section 5.18, Parent) or parties to the Guaranty. No Person who is not a named -98- party to this Agreement or the Guaranty shall have any liability (whether based on contract, equity, tort or any other theory that seeks to impose liability of an entity party against its owners, representatives, agents or Affiliates for any obligations or liabilities arising under, in connection with or related to or its negotiation or execution. The Parties waive and release all such liabilities, claims and obligations against any Person who is not a named party to this Agreement or the Guaranty; provided that nothing in this Section 11.16 shall affect the rights of any party hereto under the Ancillary Agreements which shall remain subject to the terms thereof. Notwithstanding anything to the contrary in contained herein, the Seller agrees, on behalf of itself, its Subsidiaries and the Commercial Air Group, that none of the Debt Financing Sources shall have any liability or obligation to the Seller, any of its Subsidiaries or the Commercial Air Group relating to this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent any of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified transactions contemplated herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, including the Debt Financing or any Alternative Financing). This Section 11.16 is intended to benefit and may be enforced by the transactions contemplated by any Debt Financing Sources and shall be binding on all successors and assigns of the foregoingSeller, whether at law or equity, in contract, in tort or otherwiseits Subsidiaries and the Commercial Air Group.

Non-Recourse. (a) Notwithstanding anything This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the contrary in negotiation, execution or performance of this Agreement or may only be made against the Other Agreements, except entities that are expressly identified as Parties. Except to the extent expressly set forth in the applicable Equity Commitment Letternamed as a Party to or a third-party beneficiary of this Agreement, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by of such named Parties set forth in this Agreement, no past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or Representative of any party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall will have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract, tort, contract equity or otherwise) for breach any of the representations, warranties, covenants, agreements or other obligations or liabilities of any of the parties to this Agreement or for any claim based upon, arising out of or related to this Agreement (other than the Other Agreements Equity Investors to the extent set forth in the Equity Commitment Letters). Notwithstanding anything in this Agreement to the contrary, neither the Company, any Company Subsidiary, nor any of their respective Affiliates will have any rights or claims, regardless of the legal theory under which such right or claim may be asserted, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory, and will not seek or support any such rights or claims against any of the Debt Financing Sources in connection with, relating to or arising out of this Agreement, the Transactions, or the Financing, and no Debt Financing Source shall have any liability to the Company, any Company Subsidiary, or any of their respective Affiliates for any obligations or liabilities of the Parties or for any claim (regardless of the legal theory under which such claim may be asserted, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory), based on, in respect of, or by reason of, this Agreement, the Transactions, or the Financing or in respect of any oral representations made or alleged to be made in connection herewithherewith or therewith. For the avoidance of doubt, no party hereto nothing in this Section 9.10 shall have in any way limit or qualify (x) the rights and obligations of the Debt Financing Sources to each other thereunder or in connection therewith or (y) the rights of recovery in respect hereof the Company to make a claim against Parent under the Confidentiality Agreement for any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether breach thereof by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwiseSource.

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

Non-Recourse. All claims or causes of action (awhether in contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to this Agreement or any other document, certificate or instrument delivered pursuant hereto, or the contrary 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 the persons that are expressly identified as Parties hereto or thereto. In no event shall any named Party to this Agreement or the Other Agreements, except to other documents delivered pursuant hereto have any shared or vicarious liability for the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty actions or the Confidentiality Agreement (and then only to the extent omissions of the specific obligations undertaken by such any other person. No person who is not a named party to the Equity Commitment Letter, Guaranty this Agreement or the Confidentiality Agreementother documents delivered pursuant hereto, respectivelyincluding without limitation any director, and not otherwiseofficer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney or representative of any named party to this Agreement (“Non-Party Affiliates”), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract or in tort, contract in law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for breach 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 on, in respect of, or by reason of this Agreement or the Other Agreements any other document, certificate or in respect of any oral representations made instrument delivered pursuant hereto or alleged to be made in connection herewithits negotiation or execution; and each Party hereto or thereto waives and releases all such liabilities, no party hereto shall have any rights of recovery in respect hereof claims and obligations against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwisesuch Non-Party Affiliates. The Representative (on behalf of the Sellers Parties acknowledge and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised agree that the Purchaser has no assets and that no funds Non-Party Affiliates are expected to be contributed to the Purchaser except in connection with the Closingintended third-party beneficiaries of this Section 8.05. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. All claims or causes of action (awhether in contract or in tort, at law or in equity, or otherwise) Notwithstanding anything that may be based on, arise out of or relate to the contrary in this Agreement or the Other Ancillary Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach performance of this Agreement or the Other Ancillary Agreements (including any representation or warranty made in or in respect connection herewith or therewith or as an inducement to enter into this Agreement or the Ancillary Agreements), may be made only against the Persons that are expressly identified as parties hereto or thereto, including those Persons executing a Joinder Agreement (as the case may be). Except in the case of Fraud committed by a Non-Party Affiliate (which claim may only be brought against such Non-Party Affiliate or any Non-Party Affiliate who had actual knowledge of such Fraud prior to the date hereof (or prior to the Closing in the case of any oral representations made or alleged to be made in connection herewithFraud committed after the date hereof)), no Person who is not a named party hereto to this Agreement or the Ancillary Agreements, including any past, present or future director, officer, employee, incorporator, manager, equityholder, Affiliate, agent, attorney or representative of any named party to this Agreement or the Ancillary Documents (collectively, “Non-Party Affiliates”), shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in contract or in tort, contract at law or in equity, based upon any theory that seeks to impose liability of an entity party against its owners or affiliates, or otherwise) by for any obligations or on behalf liabilities arising out of or relating to this Agreement or the Purchaser Ancillary Agreements (as the case may be) or for any claim or cause of action arising out of or relating to this Agreement or the Ancillary Agreements (as the case may be), or the negotiation or execution hereof or thereof; and each Party waives and releases all such liabilities, claims and obligations against any member such Non-Party Affiliates. Non-Party Affiliates are expressly intended as, and shall be, third-party beneficiaries of the Purchaser Group, by the enforcement this provision of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. All claims or Causes of Action (awhether in contract or in tort, in law or in equity, or granted by statute) Notwithstanding anything that may be based upon, in respect of, arise under, out or by reason of, be connected with, or related in any manner to this Agreement, the contrary Related Agreements, the Transaction or pre-Closing operations of the Business may be made only against (and are expressly limited to) the Persons that are expressly identified as Parties hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or representative of, and any financial advisor or lender to, any of the foregoing (“Non-Party Affiliates”), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any Causes of Action or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty Related Agreements or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (andbased on, in the case of a Sponsorrespect of, then only to the extent of the specific obligations undertaken or by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach reason of this Agreement or the Other Related Agreements or in respect their negotiation, execution, performance or breach; and, to the maximum extent permitted by Law, each Contracting Party waives and releases all such Causes of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof Action and Liabilities against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwisesuch Non-Party Affiliates. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of Without limiting the foregoing, whether at law to the maximum extent permitted by Law, each Contracting Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or equitythe Related Agreements or any representation or warranty made in, in contractconnection with, in tort or otherwiseas an inducement to this Agreement or the Related Agreements. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9.15.

Non-Recourse. Following the Closing (a) Notwithstanding anything all claims or causes of action that may be based upon, arise out of or relate to this Agreement, the contrary in this Agreement Transactions or the Other Agreementsnegotiation, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty execution or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach performance of this Agreement may only be made against, only against the entities Persons that are expressly identified herein as parties Parties and none their respective successors and permitted assigns (the “Contracting Parties”), and (b) except as expressly provided hereunder, no past, present or future director, officer, employee, incorporator, member, manager, partner, stockholder, Affiliate, agent, attorney or other Representative of the members of the Purchaser Group other than the Purchaser and the Sponsors any Contracting Party (and, in the case including any Person negotiating or executing this Agreement on behalf of a SponsorParty and including any private equity fund manager) (collectively, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty“Non-Recourse Persons”) shall have any Liability for liability or obligation under this Agreement or with respect to any Liabilities claim or obligations cause of action that may arise out of or relate to this Agreement or any exhibit or Disclosure Schedule hereto, or any ancillary agreement, certificate or other document entered into, made, delivered, or made available in connection herewith, or as a result of any of the parties hereto for any Action (whether in tortTransactions, contract or otherwise) for breach the negotiation, execution or performance of this Agreement or the Other Agreements any exhibit or in respect of Disclosure Schedule hereto, or any oral representations ancillary agreement, certificate or other document entered into, made, delivered, or made or alleged to be made available in connection herewith, or as a result of any of the Transactions. Notwithstanding any provision of this Agreement or otherwise, the Parties to this Agreement agree, on their own behalf and on behalf of their respective Affiliates, that no party hereto Non-Recourse Person or any other Person except for the Contracting Parties shall have any rights of recovery liability relating to this Agreement or Transaction and this Agreement shall only be enforceable against the Contracting Parties, except in respect hereof against any member of each case, to the Purchaser Group and no personal liability shall attach extent agreed to any member of the Purchaser Group through the Purchaser or otherwise, whether in writing by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwisesuch Person. The Representative (on behalf provision of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds this Section 12.10 are expected intended to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Companyof, the Sellers or the Trilogy Parties have any rights or claims againstand shall be enforceable by, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwiseeach Non-Recourse Person.

Non-Recourse. All proceedings (awhether in contract or in tort, at law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to this Agreement, or the contrary negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or the Other Agreements, except as an inducement to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality enter into this Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, only against the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no hereto. Each party hereto shall have any rights hereby acknowledges and agrees that it has no right of recovery in respect hereof against any member of the Purchaser Group against, and no personal liability shall attach to to, the former, current or future direct or indirect equityholders, directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners or assignees of any member Securityholder or any former, current or future direct or indirect equityholder, director, officer, employee, incorporator, agent, attorney, representative, general or limited partner, member, manager, Affiliate, agent, assignee or representative of any of the Purchaser Group foregoing (collectively (but not including the Acquired Companies), the “Securityholder Affiliates”), through any Acquired Company, the Purchaser Securityholder Representative, any Securityholder or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil, by or through an Action (whether in tort, contract or otherwise) a claim by or on behalf of the Purchaser against any member of the Purchaser Group, Securityholder Affiliate by the enforcement of any judgmentassessment or by any legal or equitable action, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) , and each Trilogy Party party hereto waives and releases all such liabilities, claims and obligations against any such Securityholder Affiliates. Except as set forth in the Related Documents, recourse against the Acquired Companies under this Agreement (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed subject to the limitations described herein, including Section 9.03 and this Section 12.19) shall be the sole and exclusive remedy of Purchaser except and any other Person against the Acquired Companies, the Securityholders or any Securityholder Affiliate in respect of any losses, liabilities, damages, expenses or obligations arising under, or in connection with the Closing. (b) In no event shall the Companywith, the Sellers, the Trilogy Parties this Agreement or any Person claiming bydocument, through certificate or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees instrument delivered in connection with this Agreementherewith or therewith, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law hereby or equity, in contract, in tort or otherwisethereby.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other AgreementsAgreement, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then subject only to the extent rights of the specific obligations undertaken by such named party to Company under the Equity Commitment Letter, Guaranty or Letter and the Confidentiality Agreement, respectivelyall claims, and not otherwise)obligations, 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, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to enter into, this Agreement) or the transactions contemplated by this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, only against (and are those solely of) the entities that are expressly identified herein as parties and none to this Agreement in the Preamble to this Agreement. Subject to the rights of the members of Company under the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter (subject to the limitations contained therein), no other Person, including any Financing Source, director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney or representative of, or any financial advisor or lender to, any party to this Agreement or any director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney or representative of, or any financial advisor or lender to any of the applicable Guaranty) foregoing shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liabilities (whether in contract or in tort, contract in law or otherwisein equity, or granted by statute) for breach any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to this Agreement (including in connection with or related in any manner to the Bank Commitment Letter (including, for the avoidance of doubt, any Alternative Commitment Letters) or Bank Financing (including, for the avoidance of doubt, any Alternative Financing) or the High Yield Debt Financing) or based on, in respect of or by reason of this Agreement or the Other Agreements its negotiation, execution, performance or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closingbreach. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. (a) Notwithstanding anything to Except in the contrary in event of Fraud, this Agreement or and the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement Transaction Documents may only be enforced against, and any Action for breach of claim or suit based upon, arising out of, or related to this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities Transactions Documents, or obligations of the parties hereto for any Action (whether in tortnegotiation, contract execution or otherwise) for breach performance of this Agreement or the Other Agreements Transaction Documents, may only be brought against the named parties to this Agreement or the Transaction Documents, as applicable, and then only with respect to the specific obligations set forth herein or therein with respect to the named parties to this Agreement or such Transaction Document (in respect all cases, as limited by the provisions of any oral representations made or alleged to be made this Section 9.9). Except in connection herewiththe event of Fraud, no Person who is not a named party hereto shall have to this Agreement or any rights Transaction Document, including any past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, member, Affiliate, agent, attorney or representative of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwiseBuyer, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source Seller or any of their respective formerAffiliates (each a “Non-Recourse Party”), current will have or future general be subject to any Liability or limited partnersindemnification obligation (whether in contract or in tort, stockholdersin equity or otherwise) under this Agreement or such Transaction Document, membersit being expressly agreed and acknowledged that except in the event of Fraud, managersno personal Liability whatsoever shall attach to, directorsbe imposed on or otherwise be incurred by any Non-Recourse Party for any Liabilities arising under, officers, employees, agents, advisors, successors, affiliates in connection with or assignees related to this Agreement or any Transaction Document (including any representation or warranty made in or in connection with this Agreement or any Transaction Document) or for any claim based on, in respect of, or by reason of this Agreement or any Transaction Document or its negotiation or execution; and each party hereto waives and releases all such Liabilities against any Non-Recourse Parties. Except in the event of Fraud, to the maximum extent permitted by applicable law, each Party hereby (a) waives and releases all such claims, causes of action, Liabilities and other obligations against any such Non-Recourse Parties, (b) waives and releases any and all claims, causes of action, rights, remedies, demands or actions that may otherwise be available to avoid or disregard the entity form of a Party or otherwise impose the Liability of a Party on any 60 Non-Recourse Party, whether granted by Legal Requirements or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise, and (c) disclaims any reliance upon any Non-Recourse Party with respect to the performance of this Agreement, the Debt Commitment Letter, the Debt Financing other Transaction Documents and any representation or the transactions contemplated by any of the foregoing, whether at law or equitywarranty made in, in contract, in tort connection with or otherwiseas an inducement hereto or thereto.

Non-Recourse. (a) Notwithstanding anything All Actions (whether in contract, in tort, under statute or otherwise, or based upon any theory that seeks to the contrary impose liability of an entity against its owners or Affiliates) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (i) this Agreement or the Other Ancillary Agreements, except (ii) the negotiation, execution or performance of this Agreement or any Ancillary Agreement (including any representation or warranty made in connection with, or as inducement to the extent expressly set forth in the applicable Equity Commitment Letterenter into, the applicable Guaranty this Agreement), (iii) any breach or violation of this Agreement or the Confidentiality Ancillary Agreements and (iv) any failure of the transactions contemplated by this Agreement or the Ancillary Agreements to consummated, in each case, may be brought only against (and are those solely of) the Persons that are expressly named as parties hereto and thereto, as applicable, and then only to the extent of the specific obligations undertaken by of such Persons set forth herein or therein. No Person who is not a named party to the Equity Commitment Letter, Guaranty this Agreement or the Confidentiality any Ancillary Agreement, respectivelyincluding any Related Parties of any such party to this Agreement or any Ancillary Agreement (each, and not otherwisea “Non-Party Affiliate”), and this Agreement may only be enforced againstshall have any liability (whether in contract, and in tort, under statute or otherwise, or based upon any Action for breach theory that seeks to impose liability of this Agreement may only be made againstan entity against its owners or Affiliates) arising out of, in connection with or related in any manner to the entities that are expressly identified herein as parties and none of items in the members of immediately preceding clauses (i) through (iv). To the Purchaser Group maximum extent permitted by applicable Law, other than the Purchaser and the Sponsors (and, in the case of a SponsorFraud, then only to each party hereto waives and releases all such Actions against any such Non-Party Affiliate. For the extent avoidance of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of doubt, the parties hereto for any Action (whether in tort, contract or otherwise) for breach acknowledge and agree that the Non-Party Affiliates referred to herein are intended third-party beneficiaries of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the ClosingSection 8.24(a). (b) In no event shall Acquiror knowingly, willingly, irrevocably and expressly acknowledges and agrees that the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit agreements contained in this Section 8.24 are an integral part of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of this Agreement and that, without the foregoingagreements set forth in this Section 8.24, whether at law the Company would not enter into this Agreement or equity, in contract, in tort or otherwiseotherwise agree to consummate the transactions contemplated hereby.

Non-Recourse. All claims (awhether in Contract or in tort, in law, in equity or otherwise) Notwithstanding anything that may be based upon, arise out of or relate to the contrary in this Agreement or the Other Agreementsnegotiation, except to the extent expressly set forth in the applicable Equity Commitment Letterexecution, the applicable Guaranty performance or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may only be made against, by any party hereto only against the entities Persons that are expressly identified herein as parties and none hereto. No Person that is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of the members of the Purchaser Group other than the Purchaser and the Sponsors any named party to this Agreement that is not itself a named party to this Agreement (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty“Non-Party Affiliates”) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in Contract or in tort, contract in law, in equity or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for breach any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or the Other Agreements its negotiation or in respect of any oral representations made or alleged to be made in connection herewith, no execution; and each party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group waives and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwisereleases, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Companyrespective direct or indirect, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisorsAffiliates, successorsRepresentatives or assignees, affiliates all such liabilities, claims and obligations against any such Non-Party Affiliates; it being understood that the foregoing shall not restrict any claims that the Company or assignees in connection with this Agreement, Parent may assert pursuant to the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any terms and conditions of the foregoingConfidentiality Agreement. Nothing in this Section 8.15, whether at law (a) precludes the parties hereto from exercising any rights under this Agreement or equityany other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (b) limits the liability of any Non-Party Affiliates under any other Transaction Document to which they are specifically a party. This Section 8.15 is subject to, in contractand does not alter the scope or application of, in tort or otherwiseSection 8.15. The parties hereto acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.15.

Non-Recourse. (a) Notwithstanding anything Any claim or cause of action based upon, arising out of, or related to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities brought against Persons that are expressly identified herein named as parties hereto, and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only with respect to the extent of the specific obligations undertaken by such Sponsor pursuant to set forth herein. No former, current or future direct or indirect equity holders, controlling Persons, shareholders, Representatives, Affiliates, members, managers, general or limited partners or assignees of the applicable Equity Commitment Letter Company, Parent or the applicable Guaranty) Merger Sub or any of their respective Affiliates shall have any Liability liability or obligation for any Liabilities or obligations of the parties hereto for any Action (whether in tortrepresentations, contract warranties, covenants, agreements, obligations or otherwise) for breach liabilities of the Company, Parent or Merger Sub under this Agreement or the Other Agreements of or for any action, suit, arbitration, claim, litigation, investigation, or proceeding based on, in respect of any oral representations made of, or alleged by reason of, the Transactions (including the breach, termination or failure to be made consummate such Transactions), in connection herewitheach case whether based on Contract, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser tort, fraud, strict liability, other Laws or otherwise, at law or in equity, and whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) a claim by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine a party hereto or penalty or by virtue of any statute, regulation or other applicable Law, another Person or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event The Company (on behalf of itself and any Person claiming by, through, or on behalf of the Company) agrees that it shall not institute, and shall not permit any of its Representatives or Affiliates to bring, make or institute any action, claim or proceeding (whether based in contract, tort, fraud, strict liability, other Laws or otherwise, at law or in equity) arising under or in connection with this Agreement or any other agreement executed or delivered in connection herewith or any of the transactions contemplated hereby or thereby against any of the Parent Related Parties and none of the Parent Related Parties shall have any liability or obligations (whether based in contract, tort, fraud, strict liability, other applicable Laws or otherwise) to the Company, the SellersCompany’s Subsidiaries, the Trilogy Parties any of their respective Representatives or Affiliates (or any Person claiming by, through or for the benefit on behalf of the Company, the Sellers Company or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source its Affiliates) or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates heirs or assignees representatives arising out of or relating to this Agreement or any other agreement executed or delivered in connection with this Agreement, the Debt Commitment Letter, the Debt Financing herewith or any of the transactions contemplated by any hereby or thereby, other than, in each case, Parent and Merger Sub to the extent provided herein, GTCR LLC pursuant to the Confidentiality Agreement or the Guarantors pursuant to the Equity Commitment Letter or the Guarantee (in each case, in accordance with the terms set forth therein). Without limiting the generality of the foregoing, whether at law to the maximum extent permitted under applicable Law (and subject only to the specific contractual provisions of this Agreement or equityan agreement executed or delivered in connection herewith), the Company (on behalf of itself and any person claiming by, through or on behalf of the Company) hereby waives, releases and disclaims any and all rights in contractrespect of any such actions, in tort or otherwiseclaims, proceedings, obligations and liabilities.

Non-Recourse. All claims or causes of action (awhether in contract or in tort, in Law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to the contrary in this Agreement or the Other other Ancillary Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach performance of this Agreement or the other Ancillary Agreements (including any representation or warranty made in or in connection with this Agreement or the other Ancillary Agreements or as an inducement to enter into this Agreement or the other Ancillary Agreements), may only be made against, only against the entities that are expressly identified herein as parties hereto and none thereto. No Person who is not a named party to this Agreement, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only any named party to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter this Agreement or the applicable Guaranty) other Ancillary Agreements (“Non-Party Affiliates”), shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract or in tort, contract in Law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for breach any obligations or liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Ancillary Document (as the Other Agreements case may be) or in respect of any oral representations made the negotiation or alleged to be made in connection herewithexecution hereof or thereof; and each party waives and releases all such liabilities, no party hereto shall have any rights of recovery in respect hereof claims and obligations against any member of the Purchaser Group such Non-Party Affiliates. The Company and no personal liability shall attach to any member of the Purchaser Group through the Purchaser person or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or entity acting on behalf of the Purchaser against any member Company hereby waives and releases all of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf Non-Party Affiliates of the Sellers Seller and of the Merger Cash Recipients) Seller’s Affiliates from any liabilities, claims and each Trilogy obligation arising from any action or omission by such Non-Party (for itself and its Affiliates) acknowledge that they have been advised that Affiliate taken before the Purchaser has no assets and that no funds Closing. Non-Party Affiliates are expected to be contributed expressly intended as third party beneficiaries of this provision of this Agreement. Notwithstanding anything in this Agreement or in any related agreement to the Purchaser except in connection with the Closing. (b) In no event shall the Companycontrary, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit none of the Company, the Sellers or the Trilogy Seller Related Parties shall have any rights or claims against, or seek to obtain monetary damages from, against any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees Party in connection with this Agreement, the Debt Commitment LetterFinancing or the transactions contemplated hereby or thereby, and no Financing Party shall have any rights or claims against any Seller Related Party in connection with this Agreement, the Debt Financing or the transactions contemplated by any of the foregoinghereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following the Closing Date, the foregoing shall not limit the rights of the Financing Parties under any commitment letter or other definitive documentation related to the Debt Financing.

Non-Recourse. (a) Notwithstanding anything This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to the contrary in this Agreement or the Other Agreementstransactions contemplated hereby may only be brought against, except the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement a party hereto (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwisehereto), (i) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any party hereto and this Agreement may only be enforced against(ii) no past, and present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) foregoing shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract, tort, contract equity or otherwise) for breach any one or more of this Agreement the representations, warranties, covenants, agreements or the Other Agreements other obligations or in respect liabilities of any oral representations made one or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit more of the Company, the Sellers NESCO Owner, Acquiror, Merger Sub, Intermediate Holdings or the Trilogy Parties have New HoldCo under this Agreement of or for any rights or claims againstclaim based on, arising out of, or seek related to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing Agreement or the transactions contemplated by hereby. Notwithstanding anything to the contrary herein, the Company agrees on behalf of itself and its Affiliates and Representatives that none of the Debt Financing Sources shall have any liability or obligation to the Company or any of its Affiliates or Representatives relating to this Agreement or any of the foregoing, whether at law or equity, in contract, in tort or otherwisetransactions contemplated herein (including the Debt Financing). This Section 12.15 is intended to benefit and may be enforced by the Debt Financing Sources and shall be binding on all successors and assigns of the Company.

Non-Recourse. (a) Notwithstanding anything to Except for the contrary in this Agreement or the Other Agreements, except to the extent liabilities and obligations of each Equity Investor expressly set forth in the applicable Equity Commitment LetterConfidentiality Agreement, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty Letters or the Confidentiality Fee Funding Agreements to which it is a party and subject in each case to the terms, conditions and limitations set forth therein, all claims, obligations, 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, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the transactions contemplated by this Agreement, respectivelyor the negotiation, and not otherwise)execution, and this Agreement may only be enforced against, and any Action for breach or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made against, only against (and such representations and warranties are those solely of) the entities persons that are expressly identified herein as the parties in the preamble to this Agreement (the “Contracting Parties”). No person who is not a Contracting Party, including any Equity Investor, and none any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of any of the members of the Purchaser Group other than the Purchaser foregoing and the Sponsors Financing Entities Related Parties (andcollectively, in the case of a Sponsor“Non-Recourse Party”), then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract or in tort, contract in law or otherwisein equity, or granted by statute) for breach any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the transactions contemplated by this Agreement or based on, in respect of, or by reason of this Agreement or the Other transactions contemplated by this Agreement or the negotiation, execution, performance, or breach of this Agreement (except for the liabilities and obligations of each Equity Investor expressly set forth in the Confidentiality Agreement, the Equity Commitment Letters or the Fee Funding Agreements or to which it is a party and subject in respect of any oral representations made or alleged each case to be made in connection herewiththe terms, no party hereto shall have any rights of recovery in respect hereof against any member of conditions and limitations set forth therein), and, to the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwisemaximum extent permitted by applicable Law, whether by or through attempted piercing of the corporate veileach Contracting Party, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser itself and its controlled Affiliates, hereby waives and releases all such liabilities, claims, causes of action, and obligations against any member of such Non-Recourse Party. Without limiting the Purchaser Groupforegoing, to the maximum extent permitted by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, except as provided in the Transaction Documents, (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 impute or extend the liability of a Contracting Party to any Non-Recourse Party, whether based on statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise. The Representative (on behalf of the Sellers ; and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall each Contracting Party disclaims any reliance upon any Non-Recourse Party with respect to the Company, the Sellers, the Trilogy Parties performance of this Agreement or any Person claiming byrepresentation or warranty made in, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims againstin connection with, or seek as an inducement to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. All proceedings (awhether in contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to this Agreement, or the contrary negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or the Other Agreements, except as an inducement to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality enter into this Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, only against the entities Persons that are expressly identified herein as parties hereto. Each party hereby acknowledges and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of agrees that no recourse under this Agreement or the Other Agreements any documents or in respect of any oral representations made or alleged to be made instruments delivered in connection herewithwith this Agreement shall be had against, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member to, the former, current or future direct or indirect equityholders, directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners or assignees of the Purchaser Group Seller or any former, current or future direct or indirect equityholder, director, officer, employee, incorporator, agent, attorney, representative, general or limited partner, member, manager, Affiliate, agent, assignee or representative of any of the foregoing (collectively (but not including the Company), the “Seller Affiliates”), through the Purchaser Seller or otherwise, whether by or through attempted piercing of the corporate corporate, partnership, limited partnership or limited liability company veil, by or through an Action (whether in tort, contract or otherwise) a claim by or on behalf of the Purchaser against any member of the Purchaser Group, Seller Affiliate by the enforcement of any judgmentassessment or by any legal or equitable action, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) otherwise and each Trilogy Party party hereto waives and releases all such liabilities, claims and obligations against any such Seller Affiliate. In the event that any provision of this Agreement provides that a party hereto shall cause its Affiliates and/or representatives to take any action (for itself and its Affiliatesor refrain from taking any action) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected or otherwise purports to be contributed to the Purchaser except in connection with the Closing. (b) In no event binding on such party’s Affiliates and/or representatives, such party shall the Company, the Sellers, the Trilogy Parties or be liable for any Person claiming by, through or for the benefit breach of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated such provision by any of the foregoing, whether at law such Affiliate or equity, in contract, in tort or otherwiserepresentative.

Non-Recourse. Except as set forth in the Confidentiality Agreement, (a) Notwithstanding anything this Agreement may be enforced only against, and any Proceeding based upon, arising out of, or related to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then transactions contemplated hereby may be brought only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein named as parties Parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only with respect to the extent of the specific obligations undertaken by set forth herein with respect to such Sponsor pursuant Party and (b) with respect to the applicable Equity Commitment Letter each Party, no past, present or the applicable Guaranty) future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor, lender or representative of such named Party shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in contract or tort, contract at law or in equity or otherwise, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for breach any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such named Party or for any claim based on, arising out of, or related to this Agreement or the Other Agreements or in respect transactions contemplated hereby. The provisions of any oral representations made or alleged this Section 10.16 are intended to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of of, and enforceable by the CompanyAffiliates, the Sellers or the Trilogy Parties have any rights or claims againstofficers, or seek to obtain monetary damages fromdirectors, any Debt Financing Source or any of their respective formeremployees, current or future general or limited incorporators, members, partners, stockholders, members, managers, directors, officers, employees, agents, advisorsattorneys and other representatives referenced in this Section 10.16 and each such Person shall be a third party beneficiary of this Section 10.16. Notwithstanding anything herein to the contrary, successorsno Lender or Lender Related Party shall have any Liability (whether in contract or in tort, affiliates in law or assignees in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) to the Acquired Companies, GB Holdco, the Representative or any Company Representative for any obligations or liabilities arising under, in connection with this Agreement, the Debt Commitment Letter, or related to the Debt Financing or the transactions contemplated this Agreement or for any claim based on, in respect of, or by any reason of the foregoingDebt Financing or this Agreement or the negotiation, whether at law execution or equityperformance thereof; and each Company Representative waives and releases all such liabilities, in contract, in tort claims and obligations against any Lender or otherwiseany Lender Related Party.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement All claims or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent causes of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action Litigation (whether in Contract or in tort, contract in law or in equity or otherwise) for breach of this Agreement , or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser granted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through an Action (whether in tortlimited liability company veil or any other theory or doctrine, contract including alter ego or otherwise) by that may be based upon, arise out of or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed relate to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers Transaction Documents or the Trilogy Parties have negotiation, execution, performance or non-performance of Transaction Documents (including any rights representation or claims against, warranty made in or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, any other Transaction Document or as an inducement to enter into this Agreement or such other Transaction Document) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to the Transaction Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to the Transaction Documents (including the Financing Sources), including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to the Transaction Documents (including the Financing Sources) (“Non-Party Affiliates”), shall have any Liability (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) to any party to this Agreement for any obligations or Liabilities arising under, in connection with or related to the Transaction Documents or for any claim based on, in respect of, or by reason of the Transaction Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates (including the Financing Sources). The parties acknowledge and agree that the Non-Party Affiliates (including the Financing Sources) are intended third-party beneficiaries of this Section 9.13. Nothing herein shall modify, impact, limit or impair the rights of any party to the Debt Commitment LetterLetter or any document as it relates to any claim or cause of Litigation (whether in Contract or in tort, in law or in equity) that may be based on or relate to the Debt Financing or the negotiation, execution, performance or non-performance of the Debt Commitment Letter or the Debt Financing. Notwithstanding anything to the contrary herein, none of any Parent Related Party, the Company, or any Non-Party Affiliate of the Company shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated by hereunder or thereunder (including the Debt Financing), or the termination or abandonment of any of the foregoingforegoing (provided, whether at law or equityfor the avoidance of doubt, that nothing in contract, in tort or otherwisethis sentence shall limit any Party’s right to receive a fee pursuant to Section 8.3 hereof).

Non-Recourse. (a) Notwithstanding anything This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of or related to this Agreement may only be brought against the Persons that are expressly named as Parties (which for the avoidance of doubt, does not include any Financing Source) and then only with respect to the contrary in this Agreement or the Other Agreements, except specific obligations set forth herein with respect to such Party. Except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality a named Party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Party in this Agreement, respectively, and not otherwise), and this Agreement may only be enforced againstno past, and present or future director, manager, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any Action for breach Party or of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) any Financing Source shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in contract or in tort, contract in Law or otherwisein equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for breach any obligations or Liabilities of any Party under this Agreement or for any claim based on, in respect of, or by reason of, the Other Agreements transactions contemplated hereby or in respect of any oral representations made or alleged to be have been made in connection herewith. Notwithstanding anything to the contrary contained herein, no party hereto shall have any rights each of recovery in respect hereof against any member of Sellers, Members, the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwiseAgent, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party of their respective Representatives and their respective successors and assigns (for itself and its Affiliateseach, a “Waiving Party”) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have hereby waive any rights or claims against, or seek to obtain monetary damages from, against any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment LetterFinancing, the Debt Financing Commitment Letter or the transactions contemplated by any of the foregoingDefinitive Agreements, whether at law or equity, in contract, in tort or otherwise, and each Waiving Party agrees not to commence or join in with any claim, cause of action or proceeding against any Financing Source in connection with this Agreement or any transaction contemplated hereby (including any claim, cause of action or proceeding relating to the Financing, the Commitment Letter or the Definitive Agreements). The Waiving Parties each acknowledge and agree to the confidentiality provisions contained in the Commitment Letter and the Redacted Fee Letters with respect thereto. (b) The provisions of this Section 12.12 are intended to be for the benefit of, and enforceable by, the directors, managers, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys and other Representatives of the Parties and the Financing Sources, and each such Person shall be an express intended third party beneficiary of this Section 12.12.

Non-Recourse. (a) Notwithstanding anything Without limiting the rights of the Parties under Section 13.14, this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to the contrary in this Agreement or the Other Agreementstransactions contemplated hereby may only be brought against, the entities that are expressly named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party; provided, however that nothing herein shall limit the rights and remedies of the Parties and their respective Affiliates under the Confidentiality Agreement. Without limiting the rights of the Parties under Section 13.14 or the Parties’ respective rights and remedies under the Confidentiality Agreement, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement a named Party hereto (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Party in this Agreement, respectively, and not otherwise), (i) no past, present or future director, officer, employee, incorporator, member, manager, partner, equityholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named Party and this Agreement may only be enforced against(ii) no past, and present or future director, officer, employee, incorporator, member, manager, partner, equityholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) foregoing shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract, tort, contract equity or otherwise) for breach any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Parties (whether for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewithtransactions contemplated hereby. The Company, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised , agrees that the Purchaser has Financing Sources shall be subject to no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights liability or claims against, by the Company or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoingits Affiliates, whether at law law, or equity, in contract, in tort or otherwise, relating to or arising out of this Agreement or in connection with the Financing or the performance of services by the Financing Sources with respect to the foregoing. In no event shall the Company be entitled to seek the remedy of specific performance of this Agreement against the Financing Sources.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this This Agreement may only be enforced against, and any Action for breach based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement Agreement, may only be made against, brought against the entities Persons that are expressly identified herein named as parties Parties to this Agreement and none of the members of the Purchaser Group other than the Purchaser any Ancillary Agreement, as applicable, and the Sponsors (and, in the case of a Sponsor, then only with respect to the extent of the specific obligations undertaken by set forth herein or therein with respect to such Sponsor pursuant Party. To the extent a named Party to this Agreement and any Ancillary Agreement (and then only with respect to the applicable Equity Commitment Letter specific obligations set forth herein or the applicable Guaranty) therein with respect to such Party), no past, present or future director, officer, employee, incorporator, manager, member, partner, shareholder, Affiliate, agent, attorney or other Representative of any Party hereto or of any Affiliate of any Party hereto, or any of their successors or permitted assigns (any such person, a “Non-Recourse Party”), shall have any Liability for any Liabilities liability or obligations of the parties to any Party hereto for any Action (whether in tort, contract or otherwise) for breach of under this Agreement or the Other Agreements or for any claim based on, in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member by reason of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the ClosingTransactions. (b) In no event Notwithstanding anything to the contrary herein, each Seller, on behalf of itself, Seller Parent and the controlled Affiliates of Sellers and Seller Parent (the “Section 9.16 Seller Persons”), hereby (i) acknowledges that none of the Debt Financing Sources and/or any Debt Financing Source Related Person shall have any liability to the CompanySection 9.16 Seller Persons under this Agreement or for any claim made by the Section 9.16 Seller Persons based on, in respect of, or by reason of, the Sellerstransactions contemplated hereby, including, but not limited to, any dispute relating to, or arising from, the Trilogy Parties or any Person claiming by, through or for the benefit of the CompanyDebt Financing, the Sellers Debt Financing Commitments or the Trilogy Parties have performance thereof, (ii) waives any rights or claims against, of any kind or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees nature (whether in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or in equity, in contract, in tort or otherwise.) the Section 9.16 Seller Persons may have against any

Non-Recourse. (a) Notwithstanding anything Except to the contrary extent otherwise set forth in the Escrow Agreement, Selling Unitholder Noncompetition Agreement, Tax Receivable Agreement, Confidentiality Agreement, the Letters of Transmittal and the Company Optionholder Participation Agreements, all claims, obligations, 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, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble 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, Affiliate, agent, attorney, Representative or assignee of, and any financial advisor or lender or Debt Financing Source to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, Representative or assignee of, and any financial advisor or lender or Debt Financing Source to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Other AgreementsConfidentiality Agreement), 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, except to the extent expressly otherwise set forth in the applicable Equity Commitment LetterEscrow Agreement, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment LetterSelling Unitholder Noncompetition Agreement, Guaranty or the Tax Receivable Agreement, Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach the Letters of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser Transmittal and the Sponsors Company Optionholder Participation Agreements, (anda) 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 case entity form of a SponsorContracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, then only 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 extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach performance of this Agreement or the Other Agreements any representation or in respect of any oral representations warranty made or alleged to be made in, in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Lawwith, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected as an inducement to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this This Agreement may only be enforced against, and any Action for breach claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be made brought against, the entities that are expressly identified herein named as parties Parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only with respect to the extent of the specific obligations undertaken by set forth herein with respect to such Sponsor pursuant to Party. No past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and no past, present or future director, officer, employee, sponsor, incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the applicable Equity Commitment Letter or the applicable Guaranty) foregoing shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract, tort, contract equity or otherwise) for breach any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror or Merger Sub under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the Other Agreements or in respect of any oral representations made or alleged transactions contemplated hereby. Notwithstanding anything to be made in connection herewiththe contrary contained herein, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Acquiror Related Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall other than the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties ) shall have any rights or claims against, or seek to obtain monetary damages from, against any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt FP Financing or the transactions contemplated by hereby or thereby, and no Debt Financing Source shall have any of rights or claims against any Acquiror Related Party (other than the foregoingCompany) in connection with this Agreement, the FP 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, the foregoing will not limit the rights of the parties to the FP Financing under the Francisco Debt Commitment Letter.

Non-Recourse. All claims or causes of action (awhether in contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty Related Documents or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution, performance or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach non-performance of this Agreement or the Other Agreements Related Documents (including any representation or in respect of any oral representations made or alleged to be warranty made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment LetterRelated Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to this Agreement or the Related Documents, including without limitation any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement, the Debt Financing Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the transactions contemplated by Related Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates; provided, however, that nothing contained in this Section 8.12 shall limit in any way the liability of the foregoing, whether at law or equity, in contract, in tort or otherwiseGuarantor under the Limited Guarantee. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 8.12.

Non-Recourse. The Company (ai) Notwithstanding anything to the contrary in this Agreement or the Other Agreementsagrees, both for itself and its shareholders and Affiliates, that except to the extent expressly set forth in the applicable Equity any Debt Commitment LetterLetter or any agreement effecting any Rollover Share Transfers, the applicable Guaranty all claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement, or the Confidentiality negotiation, execution or 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 only against Parent and then only to the extent of the specific obligations undertaken by such Merger Sub, and no Person who is not a named party to the Equity Commitment Letter, Guaranty or the Confidentiality this Agreement, respectivelyincluding without limitation any past, and not otherwisepresent or future director, officer, employee, incorporator, member, manager, partner, equityholder, Affiliate, agent, attorney or representative of Parent, Merger Sub or Rollover Shareholder (other than Parent) (“Non-Party Entities”), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract or in tort, contract in law or otherwisein equity, or based upon any theory that seeks to impose liability of Parent or Merger Sub against its owners or Affiliates) for breach any obligations or Liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution, and the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewithCompany waives and releases all such Liabilities, no party hereto shall have any rights of recovery in respect hereof claims and obligations against any member such Non-Party Entities, (ii) waives any and all claims and causes of action against the Purchaser Group and no personal liability shall attach Financing Sources relating to any member or arising out of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Companythis Agreement, the SellersDebt Commitment Letters, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective formerthe transactions contemplated hereby or thereby or the performance of any services thereunder, current whether in law or future general in equity, whether in contract or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates in tort or assignees otherwise and (iii) agrees not to commence any action or proceeding against any Financing Source in connection with this Agreement, the Debt Commitment LetterLetters, the Debt Financing Financing, the definitive financing agreements or the transactions contemplated in respect of any other document or theory of law or equity and agrees to cause any such action or proceeding asserted by any Person in connection with this Agreement, the Debt Commitment Letters, the Debt Financing, the definitive financing agreements or in respect of the foregoing, whether at any other document or theory of law or equity, in contract, in tort equity against any Financing Source to be dismissed or otherwiseotherwise terminated.. Non-Party Entities are expressly intended as third party beneficiaries of this provision of this Agreement.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except Except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement provided otherwise (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwiseso provided for), and (i) this Agreement may only be enforced against, and any Action for breach based upon, arising out of or otherwise related to this Agreement may only be made brought against, the entities Persons that are expressly identified herein named as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (andto this Agreement or, in the case of a Sponsor, then only to the extent applicable, a Significant Stockholder Agreement (the “Contracting Parties”) and only in accordance with the terms of and specific obligations of such Contracting Parties expressly set forth in this Agreement and (ii) except as set forth in the foregoing clause (i), no past, present or future direct or indirect securityholder, member, partner, manager, director, officer, employee, Affiliate, agent or advisor of any Contracting Party or any Subsidiary of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall Company will have any Liability (whether in contract, tort, equity or otherwise) for any Liabilities or obligations of the parties hereto representations, warranties, covenants, agreements or other obligations or liabilities of any of the Parties to this Agreement or for any Action based upon, arising out of or otherwise related to this Agreement or the Transactions contemplated hereby (and each such Person is an intended third party beneficiary of this Section 9.11). (b) Notwithstanding anything to the contrary contained herein, (a) the Company (on behalf of itself and its Affiliates, partners, shareholders, managers and other Representatives) hereby waives any rights or claims against any Financing Source in connection with this Agreement, the Debt Financing Commitments, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity (whether in tort, contract or otherwise); and (b) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative Company (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates, partners, shareholders, managers and other Representatives) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected agrees not to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties commence any action or proceeding against any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment LetterFinancing Commitments, the Debt Financing or the transactions contemplated by any of the foregoinghereby or thereby, whether at law or equity, and agrees to cause any such action or proceeding asserted by the Company (on behalf of itself and its Affiliates, partners, shareholders, managers and other Representatives) in contractconnection with this Agreement, the Debt Financing Commitments, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, against any Financing Source to be dismissed or otherwise terminated; provided, that notwithstanding the foregoing, nothing in tort this Section 9.11 shall in any way limit or otherwisemodify the rights and obligations of Acquiror or Subs under this Agreement or any Financing Source’s obligations to Acquiror or Subs under the Commitment Letter or the Debt Financing. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Source shall have any liability for any claims or damages to the Company (or any of and its Affiliates, partners, shareholders, managers and other Representatives) in connection with this Agreement, the Debt Financing Commitments, the Debt Financing or the transactions contemplated hereby or thereby. Section 9.12 Third-Party BeneficiariesSection 9.13 . Except as otherwise expressly provided in this Agreement, including Section 5.11 (Directors and Officers Indemnification), Section 5.17 (Shares of Acquiror Stock; Shelf Registration), Section 8.1 (Indemnification by the Indemnifying Stockholder), Section 9.11 (Non-Recourse), this Section 9.12 (Third-Party Beneficiaries), and the related definitions, and the proviso to this sentence, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement; provided, that the Financing Sources shall be intended third-party beneficiaries of this Section 9.12 and Sections 9.3, 9.8, 9.9, 9.11(b) and 9.17 and shall be entitled to enforce such provisions directly (and no amendment or modification to such provisions in respect to the Financing Sources may be made without the prior consent of the Financing Sources); and provided, further, that each Person entitled to receive any payment(s) (including Merger Consideration) pursuant to ARTICLE II shall be entitled to enforce the provisions of ARTICLE II to the extent necessary to receive the payment(s) to which such Person is entitled pursuant to ARTICLE II.

Non-Recourse. All claims or causes of action (awhether in Contract or in tort, in Law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to the contrary in this Agreement or the Other AgreementsAncillary Documents, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach performance of this Agreement or the Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the Ancillary Documents or as an inducement to enter into this Agreement or the Ancillary Documents), may only be made against, only against the entities that are expressly identified herein as Parties hereto and parties thereto, except in the event of Fraud committed by such Non-Party Affiliate. No Person who is not a named party to this Agreement or the Ancillary Documents, including any past, present or future director, manager, officer, employee, incorporator, member, partner, equityholders (including stockholders and none optionholders), Affiliate, agents, attorney or representative of any named party to this Agreement or the members other Ancillary Documents or the Debt Financing Sources (“Non-Party Affiliates”), shall have any Liability (whether in Contract or in tort, in Law or in equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any obligations or Liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document (as the Purchaser Group other than the Purchaser case may be, and the Sponsors (and, in the case of a Sponsorthe Debt Financing Sources, then only arising under, in connection with or related to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Debt Commitment Letter or the applicable GuarantyDebt Financing) shall have any Liability or for any Liabilities claim based on, in respect of, or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach by reason of this Agreement or such other Ancillary Document (and in the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member case of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwiseDebt Financing Sources, whether by or through attempted piercing of the corporate veilarising under, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with or related to the Closing. (bDebt Commitment Letter or Debt Financing) In or the negotiation or execution hereof or thereof, except for in the event of Fraud; and each Party waives and releases all such Liabilities, claims and obligations against any such Non-Party Affiliates, except in the event of Fraud committed by such Non-Party Affiliate. Non-Party Affiliates are expressly intended as third-party beneficiaries of this provision of this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall will any Seller Party be entitled to specific performance of any commitment letter or similar agreement entered into by the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or Buyer for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, against the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwiseSources providing such Debt Financing.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations Each of the parties hereto for any Action agrees, on behalf of itself and their respective Affiliates, that all Actions, claims, obligations, liabilities or causes of action (whether in Contract or in tort, contract or otherwise) for breach of this Agreement or the Other Agreements in Law or in respect of any oral representations made equity, or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwisegranted by statute, whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil) that may be based upon, by or through an Action (whether in tortrespect of, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Grouparise under, by the enforcement of any judgment, fine or penalty out or by virtue of any statutereason of, regulation or other applicable Lawbe connected with, or otherwise. The Representative relate in any manner to: (on behalf of the Sellers and the Merger Cash Recipientsi) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties this Agreement or any Person claiming by, through or for the benefit of the Company, the Sellers other Transaction Document or the Trilogy Parties have any rights Confidentiality Agreement or claims againstthe Financing or the Transactions, (ii) the negotiation, execution or seek to obtain monetary damages from, any Debt Financing Source or any performance of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment LetterConfidentiality Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement, the Debt Financing Confidentiality Agreement or any other Transaction Document), (iii) any breach or violation of this Agreement, the Confidentiality Agreement or any other Transaction Document and (iv) any failure of the Transactions or the Financing to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement. In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and their respective Affiliates, that no recourse under this Agreement, the Confidentiality Agreement any other Transaction Document or in connection with any transactions contemplated thereby or the Financing shall be had against any other Person, including any Non-Recourse Person, and no other Person, including any Non-Recourse Person, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (i) through (iv), it being expressly agreed and acknowledged that no personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the foregoingaforementioned, whether at law or equityas such, arising under, out of, in contractconnection with or related in any manner to the items in the immediately preceding clauses (i) through (iv), in tort each case, except for claims that the Company may assert against (x) Guarantor P, if, as and when required pursuant to the terms and conditions of the Limited Guaranty and (y) Guarantor A, if, as and when required pursuant to the terms and conditions of the Limited Guaranty. No Non-Recourse Person shall be responsible or otherwiseliable for any indirect, special, punitive or consequential damages which may be alleged as a result of this Agreement, the Transaction Documents, the Confidentiality Agreement, the Financing or the Transactions (or the termination or abandonment thereof).

Non-Recourse. (a) Notwithstanding anything This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to the contrary in this Agreement or the Other Agreementstransactions contemplated hereby may only be brought against, except the entities that are expressly named as parties hereto and any express guarantor of any such party’s obligations hereunder and then only with respect to the specific obligations set forth herein with respect to such party; provided, however, that the foregoing shall not relieve any party or Pre-Closing Holder for liability with respect to fraud. Except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, in this Agreement and not otherwise), and this Agreement may only be enforced againstno past, and present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) foregoing shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract, tort, contract equity or otherwise) for breach any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company or Acquiror under this Agreement (whether for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closingtransactions contemplated hereby. (b) In no event shall None of the Company, the Sellers, the Trilogy Parties Company or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have its Affiliates shall assert any rights or claims against, or seek to obtain monetary damages from, claim against any Debt Financing Source with respect to matters based upon, arising out of or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with relating to this Agreement, the Debt Commitment Letter, the Debt Financing Letter or the transactions contemplated by hereby or thereby (including the Debt Financing). The Company and its Affiliates hereby waive any and all claims and causes of the foregoing, action (whether at law or law, in equity, in contract, in tort or otherwise) against the Debt Financing Sources that may be based upon, arise out of or relate to this Agreement, the Debt Commitment Letter or the transactions contemplated hereby or thereby (including the Debt Financing). Notwithstanding the foregoing, nothing in this Section 13.16(b) shall in any way limit or modify the rights and obligations of Acquiror under this Agreement or any Debt Financing Source’s obligations to Acquiror under the Debt Commitment Letter. (c) Except as explicitly provided in Section 13.15(b) or in the Equity Commitment Letter, none of the Company or any of its Affiliates shall assert any claim against any Equity Financing Source with respect to matters based upon, arising out of or relating to this Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (including the Equity Financing). Except as explicitly provided in Section 13.15(b) or in the Equity Commitment Letter, the Company and its Affiliates hereby waive any and all claims and causes of action (whether at law, in equity, in contract, in tort or otherwise) against the Equity Financing Sources that may be based upon, arise out of or relate to this Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (including the Equity Financing). Notwithstanding the foregoing, nothing in this Section 13.16(c) shall in any way limit or modify the rights and obligations of Acquiror under this Agreement or any Equity Financing Source’s obligations to Acquiror under the Equity Commitment Letter.

Non-Recourse. All claims, obligations, Liabilities, Actions or causes of action (awhether in Contract or in tort, in law or in equity, or granted by statute) Notwithstanding anything that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to the contrary in this Agreement Agreement, or the Other Agreementsnegotiation, except to the extent expressly set forth in the applicable Equity Commitment Letterexecution, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made against, only against (and are expressly limited to) the entities that are expressly identified herein as parties hereto in the preamble to this Agreement or, if applicable, their successors and none assigns (collectively, “Contracting Parties”), in each case, subject to and in accordance with the terms of this Agreement, including Section 22. No Person who is not a Contracting Party, including any past, present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, consultant, attorney, accountants, financial advisor or other representative of, and any lender to, any Contracting Party, or any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, consultant, attorney, accountants, financial advisor or other representative of, and any lender to, any of the members of the Purchaser Group other than the Purchaser and the Sponsors foregoing (andcollectively “Nonparty Affiliates”), in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in Contract or in tort, contract in law or otherwisein equity, or granted by statute) for breach any claims, causes of action, obligations, or other Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or their negotiation, execution, performance, or breach; and, to the Other Agreements maximum extent permitted by Law, each Contracting Party hereby waives and releases all such claims, causes of action, obligations and other Liabilities against any such Nonparty Affiliates. It is expressly agreed that the Nonparty Affiliates to whom this Section 20 applies shall be third-party beneficiaries of this Section 20. Notwithstanding anything in this Agreement or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed Transaction Agreement to the Purchaser except contrary, nothing in connection with the Closing. (b) In no event this Agreement shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have limit any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any a Person may have in respect of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwiseFraud.

Non-Recourse. All claims, Actions or causes of action (awhether in Contract or in tort, in Law or in equity) Notwithstanding anything that may be based upon, arise out of, or relate to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty Ancillary Documents or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach performance of this Agreement or the Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the Ancillary Documents or as an inducement to enter into this Agreement or the Ancillary Documents), may only be made against, only against the entities that are expressly identified herein as Parties hereto and parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of thereto. No Person who is not a Sponsor, then only named party to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter this Agreement or the applicable Guaranty) Ancillary Documents, including any past, present or future director, manager, officer, employee, incorporator, member, partner (including any general or limited partner), direct or indirect equityholders (including stockholders and optionholders), Affiliate, agent, attorney or other representative of any named Party to this Agreement or the other Ancillary Documents (“Non-Party Affiliates”), shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in Contract or in tort, contract in Law or otherwisein equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for breach any obligations or Liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document (as the case may be) or for any claim or Action based on, in respect of, or by reason of this Agreement or such other Ancillary Document (as the Other Agreements case may be) or in respect of any oral representations made the negotiation or alleged to be made in connection herewithexecution hereof or thereof; and each Party waives and releases all such Liabilities, no party hereto shall have any rights of recovery in respect hereof claims, obligations and Actions against any member such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of the Purchaser Group and no personal liability shall attach to any member this provision of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreementsany other Transaction Document, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and i) this Agreement may only be enforced against, and any Action for breach all claims, causes of action, suits or other legal proceedings (whether in contract or in tort, in Law or in equity) that may be based upon, arise out of or relate to this Agreement or the other Transaction Documents, or the negotiation, execution or performance of this Agreement or the other Transaction Documents (including any representation or warranty made in or in connection with this Agreement or the other Transaction Documents or as an inducement to enter into this Agreement or the other Transaction Documents), may only be made against, only against the entities that are expressly identified herein as parties Parties, and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only with respect to the extent of the specific obligations undertaken by set forth herein with respect to such Sponsor pursuant Party and (ii) no Person who is not a named party to the applicable Equity Commitment Letter this Agreement or the applicable Guarantyother Transaction Documents, including any past, present or future director, officer, employee, incorporator, member, manager, managing member, partner, equity holder, Affiliate, agent, attorney or representative of any named party to this Agreement or the other Transaction Documents (or any Affiliate of any of the aforementioned) (“Non-Party Affiliates”), shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract or in tort, contract in Law, in equity, granted by statute or otherwisebased upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for breach any obligations or liabilities arising under, in connection with or related to this Agreement or such other Transaction Documents (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Transaction Documents (as the Other Agreements case may be) or in respect of any oral representations made the negotiation or alleged to be made in connection herewithexecution hereof or thereof; and each Party waives and releases all such liabilities, no party hereto shall have any rights of recovery in respect hereof claims and obligations against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwisesuch Non-Party Affiliates. The Representative (on behalf Non-Party Affiliates are expressly intended as third party beneficiaries of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit this provision of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of . Without limiting the foregoing, whether at law to the maximum extent permitted by Law, each Party disclaims any reliance on any Non-Party Affiliate with respect to the performance of this Agreement or equityany representation or warranty made in, in contractconnection with, in tort or otherwiseas an inducement to this Agreement.

Non-Recourse. (a) Notwithstanding anything Each of the following is herein referred to as a “Buyer Non-Recourse Party”: the contrary Equity Investor, each of the Affiliates of each Buyer Party and of each Equity Investor, each of their respective present, former and future partners, members, equityholders and Representatives, and each of the Affiliates and present, former and future partners, members, equityholders and Representatives of any of the foregoing, and each of their respective heirs, executors, administrators, successors and assigns (“Affiliates” for purposes of the definition of “Buyer Non-Recourse Party” to include the portfolio companies of investment funds advised or managed by an Equity Investor or any of their respective Affiliates), provided, however, that the term Buyer Non-Recourse Party expressly excludes the Buyer Parties, Landmark Dividend and any Person that is assigned any interest in any of this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only by a Buyer Party to the extent of such assignment. Except for remedies as against the specific Equity Investor with respect to its obligations undertaken by such named party to and liabilities expressly provided for under the Equity Commitment Letter, Guaranty no Buyer Non-Recourse Party shall have any Liability or obligation to the Partnership Parties or their Affiliates of any nature whatsoever in connection with or under this Agreement, or the Confidentiality Agreement, respectively, and not otherwisetransactions contemplated hereby (including the Debt Financing), and the Partnership Parties hereby waive and release all claims of any such Liability and obligation. Subject to the Partnership Parties’ right to specific performance under Section 9.8, this Agreement may only be enforced against, and any Action for breach dispute, controversy, matter or claim based on, related to or arising out of this Agreement Agreement, or the negotiation, performance or consummation of this Agreement, may only be made brought against, the entities that are expressly identified herein named as parties Parties, and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only with respect to the extent of the specific obligations undertaken by set forth herein with respect to such Sponsor pursuant to Party; provided, however, that, for the applicable avoidance of doubt, nothing herein shall limit any rights that the Partnership Parties have under the express terms of the Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Buyer Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any under the express terms of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter. Subject to Section 9.6, the Debt Financing or the transactions contemplated by any each Buyer Non-Recourse Party is expressly intended as a third-party beneficiary of the foregoing, whether at law or equity, in contract, in tort or otherwisethis Section 9.12(a).

Non-Recourse. (a) Notwithstanding anything to This Agreement may only be enforced against, and any Action based upon a breach of this Agreement, may only be brought against, the contrary in this Agreement or the Other AgreementsPersons that are expressly named as parties hereto, except and then only to the extent expressly set forth in herein. Except to the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by each such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, in this Agreement and not otherwise), and this Agreement may only be enforced againstno past, and present or future director, officer, employee, incorporator, member, partner, stockholder, Financing Source, Financing Source Party, Affiliate, agent, attorney, advisor or representative or Affiliate of any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) foregoing shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract, tort, contract equity or otherwise) for breach any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent or Merger Sub under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 9.12, nothing in this Section 9.12 shall in any way limit or modify Parent’s rights with respect to any claims for Fraud. No Financing Sources or Financing Source Parties shall have any liability (whether in contract or in tort, in law or in equity) for any obligations or liabilities arising under, in connection with or related to this Agreement or any other agreement executed in connection herewith or therewith (as the case may be) or any claim based on, in respect of, or by reason of this Agreement or such other agreement (as the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwisecase may be) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by hereby or thereby or the negotiation or execution hereof or thereof, and each such Person waives and releases all such liabilities, claims and obligations against any Financing Source or Financing Source Party. The Financing Sources and Financing Source Parties are expressly intended as third party beneficiaries of the foregoing, whether at law or equity, in contract, in tort or otherwisethis Section 9.12.

Non-Recourse. Each Party agrees that all claims or causes of action (awhether based on contract, equity, tort or any other theory) that may be based upon, arise out of or relate to this Agreement or the negotiation execution or performance of this Agreement may be made only against persons who are Parties to this Agreement (including for the avoidance of doubt, Purchaser Direct Parent, Seller Parent, and, with respect to claims arising out of or relating to Section 5.16 or Section 5.18, Parent) or parties to the Guaranty. No Person who is not a named party to this Agreement or the Guaranty shall have any liability (whether based on contract, equity, tort or any other theory that seeks to impose liability of an entity party against its owners, representatives, agents or Affiliates for any obligations or liabilities arising under, in connection with or related to or its negotiation or execution. The Parties waive and release all such liabilities, claims and obligations against any Person who is not a named party to this Agreement or the Guaranty; provided that nothing in this Section 11.16 shall affect the rights of any party hereto under the Ancillary Agreements which shall remain subject to the terms thereof. Notwithstanding anything to the contrary in contained herein, the Seller agrees, on behalf of itself, its Subsidiaries and the Commercial Air Group, that none of the Debt Financing Sources shall have any liability or obligation to the Seller, any of its Subsidiaries or the Commercial Air Group relating to this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent any of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified transactions contemplated herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, including the Debt Financing or any Alternative Financing). This Section 11.16 is intended to benefit and may be enforced by the transactions contemplated by any Debt Financing Sources and shall be binding on all successors and assigns of the foregoingSeller, whether at law or equity, in contract, in tort or otherwiseits Subsidiaries and the Commercial Air Group.

Non-Recourse. (a) Notwithstanding anything Any claim or cause of action based upon, arising out of, or related to the contrary in this Agreement or the Other Agreementsother Transaction Documents may only be brought against the entities that are expressly named as parties hereto or thereto and then only with respect to the specific obligations of such 86 party and subject to the terms, except conditions and limitations set forth herein. Except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty a named party to this Agreement or the Confidentiality Agreement other Transaction Documents (and then only to the extent of the specific representations, warranties, or other obligations undertaken by such named party to the Equity Commitment Letterin this Agreement or such other Transaction Document, Guaranty or the Confidentiality Agreement, respectivelyas applicable, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) no Buyer Related Party shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in contract, tort, contract fraud, equity, strict liability, other applicable Laws, or otherwise) for breach any one or more of the representations, warranties, covenants, agreements or other obligations or Liabilities of the Buyer or of Virtus Parent under this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action other Transaction Document (whether in tort, contract for indemnification or otherwise) by of or for any claim based on, arising out of, or related to this Agreement, the other Transaction Documents or the Transaction. Each of the Sellers’ Representative, the Sellers, the Beneficial Owners and the Company on behalf of themselves, their respective Affiliates and any Person claiming by, through, or on behalf of the Purchaser Sellers’ Representative, the Sellers, the Beneficial Owners, the Company, or their respective Affiliates covenants and agrees that it shall not institute, and shall cause its Affiliates and their respective Representatives not to bring, make or institute any action, claim, proceeding (whether based in contract, tort, fraud, equity, strict liability, other applicable Laws or otherwise) arising under or in connection with this Agreement, the other Transaction Documents, or the Transaction against any member of the Purchaser GroupBuyer Related Parties and that none of Buyer Related Parties shall have any Liability or obligations (whether based in contract, by the enforcement of any judgmenttort, fine or penalty or by virtue of any statutefraud, regulation or equity, strict liability, other applicable LawLaws, or otherwise. The Representative () to the Sellers’ Representative, the Sellers, the Company, any of their respective Affiliates, or any of their respective Representatives claiming by, through, or on behalf of the Sellers Sellers’ Representative, the Sellers, the Beneficial Owners, the Company, or any of their respective successors, heirs or representatives thereof arising out of or relating to this Agreement, the other Transaction Documents, the Transaction, other than in each case, the Buyer to the extent provided herein or therein and subject to the limitations set forth herein and therein. Without limiting the generality of the foregoing, to the maximum extent permitted or otherwise conceivable under applicable Laws (and subject only to the specific contractual provisions of this Agreement and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall other Transaction Documents), the Company, the Sellers, the Trilogy Parties or Beneficial Owners and the Sellers’ Representative on behalf of themselves, their respective Affiliates, and any Person claiming by, through or for the benefit on behalf of the Company, the Sellers or Sellers, the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of Beneficial Owners and the Sellers’ Representative and their respective formerAffiliates hereby waives, current or future general or limited partnersreleases and disclaims any and all rights in respect of any such actions, stockholdersclaims, membersproceedings, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwiseobligations and Liabilities.

Non-Recourse. (a) Notwithstanding anything to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this This Agreement may only be enforced only against, and any Action for breach of based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may be brought only be made against, the entities Persons that are expressly identified named as Parties and then only with respect to the specific obligations set forth herein as parties with respect to such Party. With respect to each Party, no direct or indirect past, present, or future Affiliate, director, officer, member, manager, partner, equityholder, employee, agent or Representative of such Party, and no direct or indirect past, present, or future director, officer, member, manager, partner, equityholder, employee, agent or Representative of any Affiliate of such Party shall have any obligation or Liability of any kind (whether in contract or tort, at law, in equity or otherwise, or based upon any theory that seeks to impose Liability upon of a Person against any Person related to such other first Person) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of such Party or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby. The Seller (on behalf of itself and its equity holders, Representatives and Affiliates, including each of the Group Companies) agrees that none of the members Financing Sources have or will have any liability to the Seller, or any equity holder, Representative or Affiliate of the Purchaser Group other than the Purchaser and the Sponsors Seller (and, in the case of a Sponsor, then only to the extent including each of the specific obligations undertaken by such Sponsor pursuant to Group Companies), and that neither the applicable Equity Commitment Letter Seller nor any equity holder, Representative or Affiliate of the applicable GuarantySeller (including each of the Group Companies) shall have any Liability for right or claim against any Liabilities Financing Source, in each case, of any kind or obligations of the parties hereto for any Action (description, whether in tortlaw or in equity, whether in contract or in tort or otherwise) for breach of , in any way relating to this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether transactions contemplated by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the including any dispute arising out of or relating in any way any Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwiseperformance thereof).

Non-Recourse. All claims or causes of action (awhether in contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty Related Documents or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution, performance or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach non-performance of this Agreement or the Other Agreements Related Documents (including any representation or in respect of any oral representations made or alleged to be warranty made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment LetterRelated Documents or as an inducement to enter into this Agreement or the Related Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to this Agreement or the Related Documents, including without limitation the Lender Parties and any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement (together, the “Non-Party Affiliates”) shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement, the Related Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates; provided, however, that notwithstanding the foregoing, nothing in this Section 8.12 shall in any way limit or modify the rights and obligations of Parent, Merger Sub or the Lender Parties under the Debt Financing Commitment (or the transactions contemplated by any Financing Agreements, when executed) or Parent’s or Merger Sub’s obligations under this Agreement. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of the foregoing, whether at law or equity, in contract, in tort or otherwisethis Section 8.12.

Non-Recourse. (a) Notwithstanding anything Except to the contrary extent otherwise set forth in the Limited Guarantee, the Equity Commitment Letter, the Confidentiality Agreement, the Silver Lake Side Letter, the Letters of Transmittal, the Company RSU Holder Participation Agreements and the Company Optionholder Participation Agreements, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble 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, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender or Debt Financing Source to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender or Debt Financing Source to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Other Limited Guarantee, the Equity Commitment Letter, the Confidentiality Agreement, the Silver Lake Side Letter, the Letters of Transmittal, the Company RSU Holder Participation Agreements and the Company Optionholder Participation Agreements, but with respect to this parenthetical, in any event excluding claims, causes of action, obligations or liabilities against the Debt Financing Sources or Affiliates thereof), 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, except to the extent expressly otherwise set forth in the applicable Limited Guarantee, the Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectivelythe Silver Lake Side Letter, the Letters of Transmittal, the Company RSU Holder Participation Agreements and not otherwisethe Company Optionholder Participation Agreements (and in any event excluding from this exception claims, causes of action, obligations or liabilities against the Debt Financing Sources or Affiliates thereof), (a) each Contracting Party hereby waives and this Agreement releases any and all rights, claims, demands, or causes of action that may only otherwise be enforced againstavailable at law or in equity, and any Action for breach of this Agreement may only be made againstor granted by statute, to avoid or disregard the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case entity form of a SponsorContracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, then only 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 extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach performance of this Agreement or the Other Agreements any representation or in respect of any oral representations warranty made or alleged to be made in, in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Lawwith, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected as an inducement to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. (a) Notwithstanding anything to Except in the contrary in event of Fraud, this Agreement or and the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement Transaction Documents may only be enforced against, and any Action for breach of claim or suit based upon, arising out of, or related to this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities Transactions Documents, or obligations of the parties hereto for any Action (whether in tortnegotiation, contract execution or otherwise) for breach performance of this Agreement or the Other Agreements Transaction Documents, may only be brought against the named parties to this Agreement or the Transaction Documents, as applicable, and then only with respect to the specific obligations set forth herein or therein with respect to the named parties to this Agreement or such Transaction Document (in respect all cases, as limited by the provisions of any oral representations made or alleged to be made this Section 9.9). Except in connection herewiththe event of Fraud, no Person who is not a named party hereto shall have to this Agreement or any rights Transaction Document, including any past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, member, Affiliate, agent, attorney or representative of recovery in respect hereof against any member of Buyer, the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Company Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source Seller or any of their respective formerAffiliates (each a “Non-Recourse Party”), current will have or future general be subject to any Liability or limited partnersindemnification obligation (whether in contract or in tort) under this Agreement or such Transaction Document, stockholdersit being expressly agreed and acknowledged that except in the event of Fraud no personal Liability whatsoever shall attach to, membersbe imposed on or otherwise be incurred by any Non-Recourse Party for any Liabilities arising under, managers, directors, officers, employees, agents, advisors, successors, affiliates in connection with or assignees related to this Agreement or any Transaction Document (including any representation or warranty made in or in connection with this AgreementAgreement or any Transaction Document) or for any claim based on, in respect of, or by 50 reason of this Agreement or any Transaction Document or its negotiation or execution; and each party hereto waives and releases all such Liabilities against any Non-Recourse Parties. Except in the Debt Commitment Letterevent of Fraud, each Party agrees not to assert or threaten to assert any claim with respect to, arising from or related to the Debt Financing Transaction, this Agreement or the transactions contemplated by negotiation, execution or performance of this Agreement against any of the foregoingNon-Recourse Party and hereby irrevocably waives any and all claims against any Non-Recourse Party, whether at law arising by statute or based on theories of equity, in contractagency, control, instrumentality, alter ego, dominion, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise, in tort each case, with respect to, arising from or otherwiserelated to the Transaction, this Agreement or the negotiation, execution or performance of this Agreement.

Non-Recourse. All Claims (awhether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty Transaction Documents or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution, performance or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach non-performance of this Agreement or the Other Agreements Transaction Documents (including any representation or in respect of any oral representations made or alleged to be warranty made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment LetterTransaction Documents or as an inducement to enter into this Agreement or the Transaction Documents) may be made by any party hereto or thereto or any third party beneficiary of any relevant provision hereof or thereof only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement or the Transaction Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the Transaction Documents and the Debt Financing Sources (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement, the Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement, the Transaction Documents or their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates; it being understood that the foregoing shall not restrict any claims that the Company may assert against the Investors, if, as and when required pursuant to the terms and conditions of the Limited Guarantee or the transactions contemplated by any rights of the foregoingCompany as an express third party beneficiary under the Equity Commitment Letter pursuant to the terms and conditions of the Equity Commitment Letter. Nothing in this Section 11.15 (i) precludes the parties or express third party beneficiaries from exercising any rights under this Agreement or any other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (ii) limits the liability or obligations of any Non-Party Affiliates under this Agreement or any other Transaction Document to which they are specifically a party. This Section 11.15 is subject to, whether at law and does not alter the scope or equityapplication of, in contract, in tort or otherwiseSection 11.14. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 11.15.

Non-Recourse. All claims or causes of action (awhether in contract or in tort, in Law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to the contrary in this Agreement or the Other AgreementsAncillary Documents, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach performance of this Agreement or the Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the Ancillary Documents or as an inducement to enter into this Agreement or the Ancillary Documents), may only be made against, only against the entities that are expressly identified herein as parties Parties and none thereto. No Person who is not a named party to this Agreement or the Ancillary Documents, including (a) any past, present or future director, officer, employee, incorporator, member, partner, equityholders (including stockholders and optionholders), Affiliate, agent, attorney or representative of any named party to this Agreement or the other Ancillary Documents, and (b) any Debt Financing Party, any affiliate of a Debt Financing Party and any director, officer, employee, incorporator, member, partner, equityholders (including stockholders and optionholders), Affiliate, agent, attorney or representative of the members foregoing (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document (as the Purchaser Group case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other than Ancillary Document (as the Purchaser case may be) or the negotiation or execution hereof or thereof; and each Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. Notwithstanding the Sponsors (andforegoing, this Section 10.19 shall in no way limit Buyer’s recourse against any Person in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the ClosingFraud. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. All claims, obligations, Liabilities, Actions or causes of action (awhether in Contract or in tort, in law or in equity, or granted by statute) Notwithstanding anything that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to the contrary in this Agreement Agreement, or the Other Agreementsnegotiation, except to the extent expressly set forth in the applicable Equity Commitment Letterexecution, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may only be made against, only against (and are expressly limited to) the entities that are expressly identified herein as parties hereto in the preamble to this Agreement or, if applicable, their successors and none assigns (“Contracting Parties”) in each case, subject to and in accordance with the terms and conditions of this Agreement, including Section 12.05. No Person who is not a Contracting Party, including any past, present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, consultant, attorney, accountants, financial advisor or other representative of, and any lender to, any Contracting Party, or any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, consultant, attorney, accountants, financial advisor or other representative of, and any lender to, any of the members of the Purchaser Group other than the Purchaser and the Sponsors foregoing (and“Nonparty Affiliates”), in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in Contract or in tort, contract in law or otherwisein equity, or granted by statute) for breach any claims, causes of action, obligations, or other Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or their negotiation, execution, performance, or breach; and, to the Other Agreements or in respect maximum extent permitted by Law, each Contracting Party hereby waives and releases all such claims, causes of any oral representations made or alleged to be made in connection herewithaction, no party hereto shall have any rights of recovery in respect hereof obligations and other Liabilities against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwisesuch Nonparty Affiliates. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised It is expressly agreed that the Purchaser has no assets and that no funds are expected Nonparty Affiliates to whom this Section 12.18 applies shall be contributed to the Purchaser except in connection with the Closingthird-party beneficiaries of this Section 12.18. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoing, whether at law or equity, in contract, in tort or otherwise.

Non-Recourse. (a) Notwithstanding anything This Agreement may only be enforced against, and any Legal Proceeding based upon, arising out of or related to the contrary in this Agreement or may only be brought against, the Other Agreements, except Persons that are expressly named as parties to this Agreement. Except to the extent expressly set forth in the applicable Equity Commitment Letternamed as a Party to this Agreement, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by of such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Parties set forth in this Agreement, respectivelyno past, and not otherwisepresent or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or advisor of any Party to this Agreement or any Conveyed Entity, nor any past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or advisor of any of the foregoing (collectively, the “Non-Parties”), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall will have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in contract, tort, contract equity or otherwise) for breach any of the representations, warranties, covenants, agreements or other obligations or Liabilities of any of the parties to this Agreement or the Other Agreements for any Legal Proceeding based upon, arising out of or related to this Agreement and each Party hereby irrevocably waives and releases all such Liabilities or rights in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof Legal Proceedings against any member such Non-Party. None of the Purchaser Group and no personal liability Conveyed Entities, Vendor or their respective Affiliates shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, against any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoingTransactions, whether at law Law or equity, in contractContract, in tort or otherwise; provided that the foregoing shall not in any way limit or modify any Debt Financing Source’s Liabilities and obligations to the Conveyed Entities after the Closing under any definitive agreements with respect to the Debt Financing.

Non-Recourse. All claims (awhether in Contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to the contrary in this Agreement or the Other Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty Transaction Documents or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution, performance or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach non-performance of this Agreement or the Other Agreements Transaction Documents (including any representation or in respect of any oral representations made or alleged to be warranty made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing Transaction Documents or as an inducement to enter into this Agreement or the transactions contemplated Transaction Documents) may be made by any party hereto or thereto or any express third party beneficiary of any relevant provision hereof or thereof only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement or the Transaction Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the foregoingTransaction Documents (“Non-Party Affiliates”) shall have any liability (whether in Contract or in tort, whether at in law or in equity, in contractor based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in tort connection with or otherwiserelated to this Agreement, the Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement, the Transaction Documents or their negotiation or execution; and each party hereto or thereto waives and releases, on behalf of itself and in the case of Company, Company Related Parties, and in the case of Parent, Parent Related Parties, all such liabilities, claims and obligations against any such Non-Party Affiliates; it being understood that the foregoing shall not restrict any claims that the Company may assert pursuant to the terms and conditions of the Confidentiality Agreement or the rights of the Company as an express third party beneficiary under the Equity Commitment Letter pursuant to the terms and conditions of the Equity Commitment Letter. Nothing in this ‎Section 11.14, (a) precludes the parties or express third party beneficiaries from exercising any rights under this Agreement or any other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (b) limits the liability of any Non-Party Affiliates under this Agreement or any other Transaction Document to which they are specifically a party. This ‎Section 11.14 is subject to, and does not alter the scope or application of, ‎Section 11.13. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this ‎Section 11.14.

Non-Recourse. No past, present or future director, officer, employee, incorporator, member, partner, manager, Affiliate, agent, attorney or representative of any Party will have any liability for any Liabilities of any Party under this Agreement or the Ancillary Agreements or for any claim based on, in respect of, or by reason of, the Transactions (a) Notwithstanding anything other than the Investors pursuant to, and subject to the contrary terms of, the Equity Financing Commitments). Seller and the Company each agree that, except to the extent a named party in this Agreement or the Other Agreements, Ancillary Agreements and except and to the extent expressly set forth provided in the applicable Equity Commitment LetterLimited Guaranty, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty Financing Commitments or the Confidentiality Agreement, respectively(a) neither it nor any of its Affiliates will bring or support any action, and not cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise), and this Agreement may only be enforced against, and against any Action for breach Related Party of this Agreement may only be made against, the entities that are expressly identified herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (andPurchasers, in the case of a Sponsor, then only any way relating to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guaranty) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in tort, contract or otherwise) for breach of this Agreement or the Other Agreements Transactions, including any dispute arising out of or relating in any way to the Financing Commitments, the Debt Financing or the definitive agreements executed in connection therewith or the performance thereof and (b) no Related Party of a Purchaser shall have any liability (whether in contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to Seller or the Company or any of its and their respective Affiliates or their respective directors, officers, employees, agents, partners, managers or equity holders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be have been made in connection herewith. Notwithstanding anything to the contrary contained herein, no party hereto shall have each of the Seller and Company (each on their own behalf and on behalf of their respective Affiliates, officers, directors, employees, members, managers, partners, controlling persons, advisors, attorneys, agents and representatives) hereby (i) waives any claims or rights of recovery in respect hereof against any member Debt Financing Source relating to or arising out of this Agreement, the Purchaser Group Debt Financing, the Debt Financing Commitments or any related agreements or the transactions contemplated hereby and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwisethereby, whether by at law or through attempted piercing of the corporate veil, by or through an Action (in equity and whether in tort, contract or otherwise, (ii) by agrees not to bring or on behalf of the Purchaser support any suit, action or proceeding against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment LetterFinancing, the Debt Financing Commitments or any related agreements or the transactions contemplated by any of the foregoinghereby and thereby, whether at law or equityin equity and whether in tort, in contract, in tort contract or otherwise, and (iii) agrees to cause any suit, action or proceeding asserted against any Debt Financing Source by or on behalf of itself or any of its Affiliates, officers, directors, employees, members, managers, partners, controlling persons, advisors, attorneys, agents and representatives in connection with this Agreement, the Debt Financing, the Debt Financing Commitments or related agreements or the transactions contemplated hereby and thereby, to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waivers and agreements, it is acknowledged and agreed that no Debt Financing Source shall have any liability for any claims or damages to the Seller or the Company in connection with this Agreement, the Debt Financing, the Debt Financing Commitments or related agreements or the transactions contemplated hereby and thereby.

Non-Recourse. (a) Notwithstanding anything This Agreement may be enforced only against, and any claim or cause of action based upon, arising out of, or related to this Agreement, or the contrary in negotiation, execution or performance of this Agreement or the Other Agreementstransactions contemplated hereby, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then may be brought only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letter, Guaranty or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach of this Agreement may only be made against, the entities that are expressly identified named as Parties hereto and then only with respect to the specific obligations set forth herein as parties and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (andwith respect to such Party. With respect to each named Party to this Agreement, except in the case of a SponsorFraud, then only to the extent no past, present or future director, officer, employee, incorporator, member, manager, general or limited partner, stockholder, Affiliate, agent, attorney, advisor, financing source or representative or Affiliate of any of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter or the applicable Guarantyforegoing Persons (each, a “Non-Recourse Party”) shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in tortcontract, contract tort or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such named Party or for any claim based on, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby. Without limiting the rights of any Party against the other Parties to this Agreement, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement or the Other Agreements or in respect of any oral representations made or alleged to be made in connection herewith, no party hereto shall have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or (except in the case of Fraud) seek to obtain recover monetary damages from, any Non-Recourse Party. Without limiting the generality of the foregoing, in no event shall any party hereto be entitled to enforce this Agreement against, or raise any action, claim, cause of action, suit, inquire, proceeding or investigation against the Debt Financing Source Sources arising out of or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, related to the Debt Commitment Lettertransactions contemplated hereby, the Debt Financing or the transactions contemplated by any performances of the foregoing, whether at law services with respect thereto); provided that nothing in this Section 9.18 shall in any way limit or equity, qualify the obligations and liabilities of the parties to the Debt Commitment Letter to each other thereunder or in contract, in tort or otherwiseconnection therewith.

Non-Recourse. From and after the Closing, (ai) Notwithstanding anything all claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to the contrary in this Agreement or the Other other Transaction Agreements, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach performance of this Agreement or the other Transaction Agreements (including any representation or warranty made in or in connection with this Agreement or the other Transaction Agreements or as an inducement to enter into this Agreement or the other Transaction Agreements), may only be made against, only against the entities that are expressly identified herein as parties hereto and none of the members of the Purchaser Group other than the Purchaser thereto, and the Sponsors (and, in the case of ii) no Person who is not a Sponsor, then only named party to the extent of the specific obligations undertaken by such Sponsor pursuant to the applicable Equity Commitment Letter this Agreement or the applicable Guaranty) other Transaction Agreements, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement or the other Transaction Agreements (“Non-Party Affiliates”), shall have any Liability for any Liabilities or obligations of the parties hereto for any Action liability (whether in contract or in tort, contract in law or otherwisein equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for breach any obligations or liabilities arising under, in connection with or related to this Agreement or such other Transaction Agreement (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Transaction Agreement (as the Other Agreements case may be) or in respect of any oral representations made the negotiation or alleged to be made in connection herewith, no execution hereof or thereof; and each party hereto shall have any rights of recovery in respect hereof waives and releases all such liabilities, claims and obligations against any member such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of the Purchaser Group and no personal liability shall attach to any member this provision of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties or any Person claiming by, through or for the benefit of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of . Notwithstanding the foregoing, whether at law or equity, in contract, in tort or otherwisethe provisions of this Section 10.12 shall not apply the definition of “Sellers” and the use of that term throughout this Agreement and any other Transaction Agreement.

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

Non-Recourse. Except for any Claims for Actual Fraud committed by such Person, all Claims (awhether in contract or in tort, in law or in equity) Notwithstanding anything that may be based upon, arise out of or relate to the contrary in this Agreement or the Other Agreementsother Ancillary Documents, except to the extent expressly set forth in the applicable Equity Commitment Letter, the applicable Guaranty or the Confidentiality Agreement (and then only to the extent of the specific obligations undertaken by such named party to the Equity Commitment Letternegotiation, Guaranty execution or the Confidentiality Agreement, respectively, and not otherwise), and this Agreement may only be enforced against, and any Action for breach performance of this Agreement or the other Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the other Ancillary Documents or as an inducement to enter into this Agreement or the other Ancillary Documents), may only be made against, only against the entities that are expressly identified herein as parties hereto and none of the members of the Purchaser Group other than the Purchaser and the Sponsors (and, in the case of a Sponsor, then only to the extent of the specific obligations undertaken thereto. Except for any Claims for Actual Fraud committed by such Sponsor pursuant Person, no Person who is not a named party to the applicable Equity Commitment Letter this Agreement or the applicable Guaranty) other Ancillary Documents, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any named party to this Agreement or the other Ancillary Documents (“Non-Party Affiliates”), shall have any Liability for any Liabilities or obligations of the parties hereto for any Action (whether in contract or in tort, contract in law or otherwisein equity, or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for breach any obligations or Liabilities arising under, in connection with or related to this Agreement or such other Ancillary Agreement (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or such other Ancillary Agreement (as the Other Agreements case may be) or in respect of any oral representations made the negotiation or alleged to be made in connection herewith, no execution hereof or thereof; and each party hereto shall waives and releases all such Liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement. For the avoidance of doubt, none of the Financing Sources will have any rights of recovery in respect hereof against any member of the Purchaser Group and no personal liability shall attach to any member of the Purchaser Group through the Purchaser or otherwise, whether by or through attempted piercing of the corporate veil, by or through an Action (whether in tort, contract or otherwise) by or on behalf of the Purchaser against any member of the Purchaser Group, by the enforcement of any judgment, fine or penalty or by virtue of any statute, regulation or other applicable Law, or otherwise. The Representative (on behalf of the Sellers and the Merger Cash Recipients) and each Trilogy Party (for itself and its Affiliates) acknowledge that they have been advised that the Purchaser has no assets and that no funds are expected to be contributed to the Purchaser except in connection with the Closing. (b) In no event shall the Company, the Sellers, the Trilogy Parties Seller or any Person claiming by, through its Affiliates relating to or for the benefit arising out of the Company, the Sellers or the Trilogy Parties have any rights or claims against, or seek to obtain monetary damages from, any Debt Financing Source or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, advisors, successors, affiliates or assignees in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated by any of the foregoingotherwise, whether at law law, or equity, in contract, in tort or otherwise, and neither the Seller nor any of its Affiliates will have any rights or claims against any of the Financing Sources hereunder or thereunder; provided that this sentence shall in no way limit the Company’s ability to seek specific performance pursuant to Section 9.17.