Common use of Non-Recourse Clause in Contracts

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

Non-Recourse. All Legal Proceedings Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement Agreement, or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in, in connection with this Agreement with, or as an inducement to enter into to, this Agreement) ), may be made by any party the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties hereto or theretoin the preamble to this Agreement (the “Contracting Parties”). No Person who is not a named party to this AgreementContracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or Representative assignee of any named party to this Agreement that is not itself a named party to this Agreement Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any of the foregoing (collectively, the “Non-Party Nonparty Affiliates”), shall have any liability Liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesgranted by statute) to any party to this Agreement for any obligations claims, causes of action, obligations, or liabilities Liabilities arising under, out of, in connection with with, or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation negotiation, execution, performance, or execution; and breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law, each party hereto or thereto Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims claims, causes of action, and obligations against any such Non-Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), (a) each Contracting Party Affiliates. The parties acknowledge hereby waives and agree releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the Non-entity form of a Contracting Party Affiliates are intended third-party beneficiaries or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Section 9(n). Nothing in Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement representation or warranty made in, in connection with, or as an inducement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)this Agreement.

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

Non-Recourse. All Legal Proceedings Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, Liabilities, or causes of action (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement Agreement, or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in, in connection with this Agreement with, or as an inducement to enter into to, this Agreement) ), may be made by any party the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties hereto or theretoin the preamble to this Agreement (the “Contracting Parties”). No Person who is not a named party to this AgreementContracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agentor assignee of, attorney and any financial adviser, Financing Source or Representative lender to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, or assignee of any named party to this Agreement that is not itself a named party to this Agreement of the foregoing (collectively, the “Non-Party Nonparty Affiliates”), shall have any liability Liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesgranted by statute) to any party to this Agreement for any obligations claims, causes of action, obligations, or liabilities Liabilities arising under, out of, in connection with with, or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation negotiation, execution, performance, or execution; and breach (other than as set forth in the other Transaction Documents), and, to the maximum extent permitted by Law (other than as set forth in the other Transaction Documents), each party hereto or thereto Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims claims, causes of action, and obligations against any such Non-Nonparty Affiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party Affiliates. The parties acknowledge hereby waives and agree releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the Non-entity form of a Contracting Party Affiliates are intended third-party beneficiaries or otherwise impose Liability of a Contracting Party on any other Contracting Party’s Nonparty Affiliate in respect of this Section 9(n). Nothing in Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement representation or warranty made in, in connection with, or as an inducement to which they are specifically a party this Agreement. Subject to the rights of the parties to the Commitment Letter under the terms thereof, none of the Contracting Parties, nor or an express third party beneficiary thereof. This Section 9(n) is subject toany of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Transaction Financing, and does the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not alter have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement or the scope Transaction Financing, whether at law or application equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter under the terms thereof, none of the Financing Sources, nor or any of the respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, Section 9(jor by reason of (or in any way relating to), the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the transactions contemplated thereby or the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with any such claim against any Financing Source or any of their respective Affiliates, directors, officers, employees, agents and representatives or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

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

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or relate by reason of, be connected with, or related in any manner to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against (and are expressly limited to) the Persons that are expressly identified as parties hereto or theretothereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a named party to this AgreementContracting Party, including any director, officer, employee, incorporator, managing member, general partner, stockholdermanager, shareholder, principal, Affiliate, agent, attorney or Representative of, and any financial advisor or lender to, any of any named party to this Agreement that is not itself a named party to this Agreement the foregoing (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract contract or in tort, in law Law or in equity, or granted by statute or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations or liabilities Liabilities arising under, out of, in connection with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation negotiation, execution, performance or executionbreach; and and, to the maximum extent permitted by Law, each party hereto or thereto Contracting Party waives and releases all such liabilitiesLiabilities, claims and obligations against any such Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. The parties Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)388.

Non-Recourse. All Legal Proceedings (whether Subject in Contract all respects to the last sentence, this Agreement may only be enforced against, and any claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of of, or relate related to this Agreement or the negotiationTransactions may only be brought against, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons entities that are expressly identified named as parties hereto or theretoParties and then only with respect to the specific obligations set forth herein with respect to such Party. No Person who is not Except to the extent a named party Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), including any (a) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor or Representative or Affiliate of any named party to this Agreement that is not itself a named party to this Agreement Party and (“Non-Party Affiliates”)b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contract or in contract, tort, in law equity or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) to any party to this Agreement for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror, Pubco Merger Sub, Corp Merger Sub or LLC Merger Sub under this Agreement of or for any claim based on, arising underout of, in connection with or related to this Agreement or the Transactions, and each Party hereby irrevocably and unconditionally waives and releases, to the fullest extent permitted under applicable Law, any and all rights, claims, causes of actions and liabilities related thereto. Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights or obligations of any party to any Transaction Agreement for any claim based on, in respect of, of or by reason of this Agreement such rights or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)obligations.

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

Non-Recourse. All Legal Proceedings (whether in Contract Anything herein or in tortany other Financing Document to the contrary notwithstanding, in law or in equity) that may be based upon, arise out the obligations of or relate to the Loan Parties under this Agreement and each other Financing Document to which each Loan Party is a party, and any certificate, notice, instrument or the negotiationdocument delivered pursuant hereto or thereto, executionare obligations solely of such Loan Party and do not constitute a debt, performance liability or non-performance obligation of this Agreement (and no recourse shall be made with respect to) any of their respective Affiliates (including Sponsor and its Affiliates), or any representation shareholder, partner, member, officer, director or warranty made in employee of the Loan Parties or such Affiliates (collectively, the “Non-Recourse Parties”), except that the foregoing shall not limit the obligations or liabilities of any Non-Recourse Party under any Financing Document to which such Non-Recourse Party is a party. No action under or in connection with this Agreement or as an inducement any other Financing Document to enter into this Agreement) may which each Loan Party is a party shall be made brought against any Non-Recourse Party, and no judgment for any deficiency upon the obligations hereunder or thereunder shall be obtainable by any party hereto only Secured Party against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Recourse Party, except that the foregoing shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any not limit the obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Recourse Party Affiliates, in each case under the Merger Agreement or any other agreement Financing Document to which they are specifically such Non-Recourse Party is a party party. Notwithstanding any of the foregoing, it is expressly understood and agreed that nothing contained in this Section shall in any manner or an express third party beneficiary thereof. This Section 9(nway (i) restrict the remedies available to any Agent or Lender to realize upon the US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| Collateral or under any Financing Document, or constitute or be deemed to be a release of the obligations secured by (or impair the enforceability of) the Liens and security interests and possessory rights created by or arising from any Financing Document or (ii) release, or be deemed to release, any Non-Recourse Party from liability for its own willful misrepresentation, fraudulent actions, gross negligence or willful misconduct or from any of its obligations or liabilities under any Financing Document to which such Non-Recourse Party is subject to, and does not alter the scope or application of, Section 9(j)a party.

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

Non-Recourse. All Legal Proceedings This Agreement may only be enforced against, and all claims, obligations, liabilities or causes of action (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in, in connection with this Agreement with, or as an inducement to enter into to, this Agreement) may be made by any party hereto only against (and are those solely of), the Persons entities that are expressly identified as parties hereto or thereto. No Person who is not a named party Parties to this Agreement in the Preamble to this Agreement. No other Person, including any former, current or future direct or indirect equity holder, controlling person, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliateaffiliate, agent, attorney or Representative of representative of, or any named party financial advisor or lender (including any Debt Financing Sources) or other financing source (including any Equity Financing Sources) to, any Party to this Agreement that is not itself or any direct or indirect equity holder, controlling person, director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney or representative of, or any financial advisor or lender (including any Debt Financing Sources) or other financing source (including any Equity Financing Sources to any of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesRecourse Party”), ) shall have any liability liabilities or obligations (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesgranted by statute) to any party to this Agreement for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to this Agreement or for any claim based on, in respect of, of or by reason of this Agreement or its negotiation negotiation, execution, performance or execution; breach. In no event shall any Party hereto or any of their respective Affiliates, and each party Party hereto or thereto waives agrees not to and releases all such liabilitiesto cause their Affiliates not to, seek to enforce this Agreement against, make any claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries for breach of this Section 9(n). Nothing in this Agreement precludes the parties against, or seek to recover monetary damages from, any Non-Party Affiliates from exercising Recourse Party. In no event shall the Company or any rightsof its Affiliates, and nothing in this Agreement the Company agrees not to and to cause its Affiliates not to, seek to enforce the any Commitment Letter against, make any claims for breach of the any Commitment Letter against, or seek to recover monetary damages from, or otherwise ▇▇▇, any Financing Source, or any Affiliate thereof; provided, that, the Acquirer Parties and their respective Affiliates shall limit have the liability or obligations right to enforce all of any Non-Party Affiliates, in each case its respective rights under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereofCommitment Letters against the Financing Sources. This Section 9(n) is subject to10.11 shall not restrict actions by the Company against the Acquirer Parties to specifically enforce the obligations of the Acquirer Parties in this Agreement, and does not alter the scope or application of, including Section 9(j)7.11.

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

Non-Recourse. All Legal Proceedings Each of the following is herein referred to as an “Acquiror Non-Recourse Party”: each of Acquiror’s Affiliates and 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 (whether “Affiliates” for purposes of the definition of “Acquiror Non-Recourse Party” to include the portfolio companies of investment funds advised or managed by any Affiliate of Acquiror), provided, however, that the term Acquiror Non-Recourse Party expressly excludes Acquiror, any Person that is assigned any interest in Contract any of the Transaction Documents, the Subject Interests or the SRLP Entities to the extent of such assignment and, after the Closing, the SRLP Entities. Except for the obligation of Guarantor in tortSection 11.14, no Acquiror Non-Recourse Party shall have any liability or obligation to Seller or its Affiliates (including for these purposes the SRLP Entities) of any nature whatsoever in law connection with or in equity) that under this Agreement, or the transactions contemplated hereby, and Seller hereby waives and releases all claims of any such liability and obligation. Subject to Seller’s right to specific performance under Section 11.6, this Agreement may only be enforced against, and any dispute, controversy, matter or claim based uponon, arise related to or arising out of or relate to this Agreement Agreement, or the negotiation, execution, performance or non-performance consummation of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) , may only be made by any party hereto only against brought against, the Persons entities that are expressly identified named as parties hereto or theretoParties, and then only with respect to the specific obligations set forth herein with respect to such Party. No Person who is not a named party Subject to this AgreementSection 11.10, 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 (“each Acquiror Non-Recourse Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any 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 is expressly intended as a third-party beneficiaries beneficiary of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)11.13.

Non-Recourse. All Legal Proceedings Actions (whether in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement Agreement, the Related Documents or as an inducement to enter into this AgreementAgreement or the Related Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared or vicarious Liability for the actions or omissions of any other Person other than as provided in Section 8.17. No Person who is not a named party to this AgreementAgreement or the Related Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the Related Documents, including, for the avoidance of doubt, any Lender Related Party (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities Liabilities arising under, in connection with or related to this Agreement (which, for the avoidance of doubt, shall not include those Liabilities arising under the Debt Financing that may be asserted by the parties thereto), the Related Documents or for any claim based on, in respect of, or by reason of this Agreement Agreement, the Related Documents or its their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n)8.16. Nothing in this Agreement precludes Section 8.16 shall in any way expand the parties or any Non-Party Affiliates from exercising any rights, and nothing circumstances in which Parent may be liable under this Agreement shall limit or as a result of the liability or obligations Transactions (including as a result of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(jDebt Financing).

Non-Recourse. All Legal Proceedings (whether in Contract This Agreement may only be enforced against, and any claim, action, suit or in tort, in law or in equity) that may be other legal proceeding based upon, arise arising out of of, or relate related to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation 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, except for claims that the Company Entities may assert in accordance with the Guarantee, the Equity Commitment Letter or warranty made the Confidentiality Agreement. Except as set forth in or in connection with this Agreement, the Guarantee, the Equity Commitment Letter, the Confidentiality Agreement, the Voting Agreement or as an inducement to enter into this Agreement) may be made by 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 only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not (each, a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party AffiliatesRecourse Party”), ) shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to of any party hereto under this Agreement or for any claim or proceeding (whether in tort, contract or otherwise) based on, in respect of, of or by reason of this Agreement the Transactions or its negotiation in respect of any written or execution; oral representations made or alleged to be made in connection herewith. In furtherance and not in limitation of the foregoing, each party hereto or thereto waives covenants, agrees and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree acknowledges that the Non-Party Affiliates are intended third-party beneficiaries of no recourse under this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a referenced herein or in connection with any Transactions shall be sought or had against any Non-Recourse Party, except for claims that any party or an express third may assert (A) against another party beneficiary thereof. This Section 9(n) is subject tosolely in accordance with, and does not alter pursuant to the scope or application terms and conditions of, Section 9(j)this Agreement or (B) pursuant to the Guarantee, the Equity Commitment Letter or the Confidentiality Agreement, the Voting Agreement or the Rollover Agreements.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or relate by reason of, be connected with, or related in any manner to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against (and are expressly limited to) the Persons that are expressly identified as parties Parties hereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or theretovicarious Liability for the actions or omissions of any other Person. No Person who is not a named party to this AgreementContracting Party, including any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or Representative representative of, and any financial advisor or Debt Financing Source Related Party to, any of any named party to this Agreement that is not itself a named party to this Agreement the foregoing (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract contract or in tort, in law or in equity, or granted by statute or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement for any claims, causes of action, obligations or liabilities Liabilities arising under, out of, in connection with or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation negotiation, execution, performance or executionbreach; and and, to the maximum extent permitted by Law, each party hereto or thereto Contracting Party waives and releases all such liabilitiesLiabilities, claims and obligations against any such Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. The parties Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)6.13.

Non-Recourse. All Legal Proceedings claims (whether in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto or any third party beneficiary of any relevant provision hereof only against the Persons that are expressly identified as parties hereto or theretohereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Nothing in this Section 7.13 precludes the parties or express third party beneficiaries from exercising any rights under this Agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 7.13 is subject to, and does not alter the scope or application of, Section 7.12. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)7.13.

Non-Recourse. All Legal Proceedings (whether Subject in Contract all respects to the last sentence of this Section 12.14, this Agreement may only be enforced against, and any claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of of, or relate related to this Agreement or the negotiationTransactions may only be brought against, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons entities that are expressly identified named as parties hereto or theretoParties and then only with respect to the specific obligations set forth herein with respect to such Party. No Person who is not Except to the extent a named party Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), including any (a) no past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliate, agent, attorney attorney, advisor or Representative or Affiliate of any named party to this Agreement that is not itself a named party to this Agreement Party and (“Non-Party Affiliates”)b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any of the foregoing shall have any liability (whether in Contract or in contract, tort, in law equity or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) to any party to this Agreement for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, or any Acquiror Party under this Agreement of or for any claim based on, arising underout of, in connection with or related to this Agreement or the Transactions, and each Party hereby waives and releases all claims, causes of actions and liabilities against any such non-recourse Person related thereto. Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights or obligations of any party to any other Transaction Agreement for any claim based on, in respect of, of or by reason of this Agreement such rights or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)obligations.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law Law or in equity) that may be based upon, arise out of or relate to this Agreement or the other Transaction Documents, or the negotiation, execution, performance execution or non-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) Agreement or the other Transaction Documents), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or and thereto. No Person who is not a named party to this AgreementAgreement or the other Transaction Documents, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, equityholder, Affiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement or the other Transaction Documents nor the Equityholder Representative (collectively, “Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in law Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or 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 its such other Transaction Document (as the case may be) or the negotiation or executionexecution hereof or thereof; and each party hereto or thereto Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are expressly intended third-as third party beneficiaries of this Section 9(n)provision of this Agreement. Nothing 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) 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 precludes Agreement, the parties Debt Commitment Letter, the Equity Commitment Letter, the Financing and the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (iii) hereby agrees to cause any suit, action or proceeding asserted against any Debt Financing Source or Equity Financing Source by or on behalf of the Company or any Non-Party of its Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement officer, director, employee, member, manager, partner, controlling person, advisor, attorney, agent and representative thereof in connection with this Agreement, the Debt Commitment Letter, the Equity Commitment Letter, the Financing and the transactions contemplated hereby and thereby to which they are specifically a party be dismissed or an express third party beneficiary thereofotherwise terminated. This Section 9(n) In furtherance and not in limitation of the foregoing waivers and agreements, it is subject toacknowledged and agreed that no Debt Financing Source or Equity Financing Source shall have any liability for any claims or damages to the Company in connection with this Agreement, the Debt Commitment Letter, the Equity Commitment Letter, the Financing and does not alter the scope or application of, Section 9(j)transactions contemplated hereby and thereby.

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

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

Non-Recourse. All Legal Proceedings 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 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 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 tortconnection with or related in any manner to such Transaction Document or the transactions contemplated by the Transaction Documents, in law or in equity) that may be based upon, arise out in respect of or relate to this Agreement by reason of such Transaction Document or the negotiation, execution, performance or non-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 (including and any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising underin, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n)as an inducement hereto. Nothing in this Agreement precludes the parties Section 12.12 is intended to, or any Non-Party Affiliates from exercising any rightsshall, and nothing in this Agreement shall limit the liability or guarantees provided by Seller Parent with respect to the specified obligations of any Non-Party Affiliates, Seller as expressly set forth in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Seller Parent Guarantee.

Non-Recourse. All Legal Proceedings claims or causes of Action (whether in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the Related Documents or the negotiation, execution, performance or non-performance of this Agreement or the Related Documents (including any representation or warranty made in or in connection with this Agreement Agreement, the Related Documents or as an inducement to enter into this AgreementAgreement or the Related Documents) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to this Agreement or the Related Documents have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to this AgreementAgreement or the Related Documents, including 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 (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement Agreement, the Related Documents or for any claim based on, in respect of, or by reason of this Agreement Agreement, the Related Documents or its their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)8.14.

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

Non-Recourse. All Legal Proceedings Except as otherwise expressly provided in this Agreement, (whether in Contract a) this Agreement may only be enforced against, and any claims or in tort, in law or in equity) causes of action that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) the transactions contemplated hereby, may only be made by any party hereto only against the Persons that are expressly identified as parties hereto Parties herein in their capacities as such, (b) no former, current or thereto. No Person who is not a named party to this Agreementfuture stockholders, including equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any Party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney agent or Representative Affiliate of any named party to this Agreement that is not itself of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesRecourse Party”), ) shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement of the Parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of this Agreement any representations made or its negotiation or executionalleged to be made in connection herewith; and each party hereto or thereto waives and releases all such liabilitiesprovided, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree however, that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement foregoing shall not limit the liability obligations or obligations liabilities of any Non-Recourse Party Affiliates, in each case under the Merger Agreement or any other agreement to which they such Non-Recourse Party is party, (c) without limiting the rights of any Party against the other Parties, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against or make any claims for breach of this Agreement against any Non-Recourse Party. The covenants contained in this Section 6.13 are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject tointended to be for the benefit of, and does shall be enforceable by, each of the Non-Recourse Parties and their respective heirs and assigns and shall not alter the scope be deemed exclusive of any other rights to which any such Person may be entitled, whether pursuant to Law, Contract or application of, Section 9(j)otherwise.

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

Non-Recourse. (a) All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the other Transaction Documents, or the negotiation, execution, performance execution or non-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) Agreement or the other Transaction Documents), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or and thereto. No Person who is not a named party to this AgreementAgreement or the other Transaction Documents, including any directorpast, officerpresent or future Affiliate of the Sellers or the Group Companies or any of their respective current or former directors, employeeofficers, incorporatoremployees, memberincorporators, partnermembers, stockholdermanagers, Affiliatepartners, agentshareholders, attorney trustees, Affiliates, agents, attorneys or Representative of any named party to this Agreement that is not itself a named party to this Agreement representatives (“Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement 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 its such other Transaction Document (as the case may be) or the negotiation or executionexecution hereof or thereof; and each party Party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. (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 case of fraud. The parties acknowledge Parent and agree that Buyer may not avoid the Non-Party Affiliates are intended third-party beneficiaries of limitations on liability set forth in this Section 9(n). Nothing in this Agreement precludes the parties 11.02 by seeking damages for breach of contract or tort or pursuant to any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the other theory of liability or obligations of by claiming against any Person entitled to claim over against a Party or such Party’s Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).

Non-Recourse. All Legal Proceedings 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 shall be brought only against the parties signatory of such documents and their respective successors and permitted assigns, and then only with respect to the specific obligations set forth in such documents 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 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 tortconnection with or related in any manner to such Transaction Document or the Transactions, in law or in equity) that may be based upon, arise out in respect of or relate to this Agreement by reason of such Transaction Document or the negotiation, execution, performance or non-breach of any of the Transaction Documents. To the extent permitted by Law, each party: (a) waives and releases all such claims, causes of action, Liabilities and other obligations against any such Nonparty Affiliates; (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 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 (c) disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement (including and any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising underin, 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 Affiliatesas an inducement. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)[Signature Pages Follow.]

Non-Recourse. All Legal Proceedings claims or causes of Action (whether in Contract or in tort, in law or in equity, based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates, or otherwise) that may be based upon, arise out of or relate to this Agreement or the other Ancillary Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the other Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the other Ancillary Documents or as an inducement to enter into this Agreement) Agreement or the other Ancillary Documents), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or thereto, as applicable. No Person who is not a named party to this AgreementAgreement or the other Ancillary Documents, including any directorpast, officer, employee, present or future incorporator, direct or indirect member, partner, stockholder, Affiliateequityholder, agent, attorney Debt Financing Party, Cigna Equity Financing Party or Representative of any named party to this Agreement that is not itself a named party to this Agreement or the other Ancillary Documents (“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 AffiliatesAffiliates or otherwise) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Ancillary Documents (as the case may be) to which such Non-Party Affiliate is not a party or for any claim based on, in respect of, or by reason of this Agreement or its such other Ancillary Documents (as the case may be) to which such Non-Party Affiliate is not a party or the negotiation or execution; execution hereof or thereof or the transactions contemplated thereby (including the Debt Financing and the Equity Financing), and each party hereto or thereto waives and releases all such liabilities, claims and obligations liabilities against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are expressly intended as third-party beneficiaries of this Section 9(n)provision of this Agreement. Nothing Notwithstanding anything in this Agreement precludes to the parties or any Non-Party Affiliates from exercising any rightscontrary, this Section 9.19 (a) shall not apply to Section 9.21, which shall be enforceable by the Holder Representative in its entirety against the Company Unitholders and nothing in this Agreement (b) shall not limit the liability or obligations rights of any Non-Party Affiliatesdirect parties, in each case or third party beneficiaries, to any Debt Financing Commitment Letter, Definitive Debt Agreement, or the New Investment Agreement to enforce their rights under the Merger such Debt Financing Commitment Letter, Definitive Debt Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject tothe New Investment Agreement, and does not alter the scope or application of, Section 9(j)as applicable.

Non-Recourse. All Legal Proceedings (whether in Contract Anything herein or in tortany other Transaction Document to the contrary notwithstanding, in law or in equity) that may be based upon, arise out the obligations of or relate to the Borrower under this Agreement and each other Transaction Document to which the Borrower is a party, and any certificate, notice, instrument or document delivered pursuant hereto or thereto, are obligations solely of the negotiationBorrower and do not constitute a debt or obligation of (and no recourse shall be made with respect to) the Parent or any of their respective Affiliates (other than the Loan Parties), executionor any shareholder, performance partner, member, officer, director or nonemployee of the Parent or such Affiliates (collectively, the “Non-performance of Recourse Parties”), except as hereinafter set forth in this Agreement (including Section or as expressly provided in any representation or warranty made in Transaction Document to which such Non-Recourse Party is a party. No action under or in connection with this Agreement or as an inducement any other Financing Document to enter into this Agreement) may which the Borrower is a party shall be made brought against any Non-Recourse Party, and no judgment for any deficiency upon the obligations hereunder or thereunder shall be obtainable by any party hereto only Secured Party against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Recourse Party. For the avoidance of doubt, it is expressly understood and agreed that nothing contained in this Section shall have in any liability manner or way (whether in Contract i) restrict the remedies available to any Agent or in tort, in law Lender to realize upon the Collateral or in equityunder any Transaction Document, or based upon constitute or be deemed to be a release of the obligations secured by (or impair the enforceability of) the Liens and security interests and possessory rights created by or arising from any theory that seeks Financing Document or (ii) release, or be deemed to impose release, any Non-Recourse Party from liability for its own fraudulent actions, gross negligence or willful misconduct or from any 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 under any Transaction Document 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 which such Non-Recourse Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically is a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)party.

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

Non-Recourse. All Legal Proceedings (whether Notwithstanding anything to the contrary contained in Contract this Agreement or in tortotherwise, in law this Agreement may only be enforced against, and any claims or in equity) causes of action that may be based upon, arise out of or relate to the non-performance this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) , may only be made by any party hereto only against the Persons entities and persons that are expressly identified as parties hereto or theretoin their capacities as such. No Person who is not a named former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or affiliates (other than the parties to the Merger Agreement) of any party to this Agreement, including or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney agent or Representative affiliate of any named party to this Agreement that is not itself of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesRecourse Party”), ) shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement of the parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, this Agreement or in respect of any representations made or alleged to be made in connection with this Agreement. 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, or make any claims for breach of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiesagainst, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n)Recourse Party. Nothing in this Agreement precludes the parties or any Non-Party Affiliates Recourse Parties from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party AffiliatesRecourse Party, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n10(n) is subject to, and does not alter the scope or application of, Section 9(j10(j).

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

Non-Recourse. All Legal Proceedings (whether Subject in Contract all respects to the last sentence, this Agreement may only be enforced against, and any claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of of, or relate related to this Agreement or the negotiationTransactions may only be brought against, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons entities that are expressly identified named as parties hereto or theretoParties and then only with respect to the specific obligations set forth herein with respect to such Party. No Person who is not Except to the extent a named party Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), including any (a) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor or Representative or Affiliate of any named party to this Agreement that is not itself a named party to this Agreement Party and (“Non-Party Affiliates”)b) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or Representative or Affiliate of any of the foregoing, shall have any liability (whether in Contract or in contract, tort, in law equity or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) to any party to this Agreement for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Acquiror, First Merger Sub or Second Merger Sub under this Agreement or any other Transaction Agreement of or for any claim based on, arising underout of, in connection with or related to this Agreement or the Transactions, and each Party hereby waives and releases all claims, causes of actions and liabilities related thereto. Notwithstanding the foregoing, nothing in this Section 12.14 shall limit, amend or waive any rights or obligations of any party to any Transaction Agreement for any claim based on, in respect of, of or by reason of this Agreement such rights or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)obligations.

Non-Recourse. All Legal Proceedings From and after the Closing, (i) all claims or causes of action (whether in Contract contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the other Transaction Agreements, or the negotiation, execution, performance execution or non-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) Agreement or the other Transaction Agreements), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or and thereto. No , and (ii) no Person who is not a named party to this AgreementAgreement or the other Transaction Agreements, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement or the other Transaction Agreements (“Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Transaction Agreement (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or its such other Transaction Agreement (as the case may be) or the negotiation or executionexecution hereof or thereof; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are expressly intended third-as third party beneficiaries of this provision of this Agreement. Notwithstanding the foregoing, the provisions of this Section 9(n). Nothing in 10.12 shall not apply the definition of “Sellers” and the use of that term throughout this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Transaction Agreement.

Non-Recourse. All Legal Proceedings (whether Except and only to the extent set forth in Contract the Equity Commitment Letter and the Preferred Stock Purchase Agreement, this Agreement may only be enforced against, and a claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of of, or relate related to this Agreement or may only be brought by the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any expressly named party hereto and then only against with respect to the Persons that are expressly identified as parties hereto or theretospecific obligations set forth herein with respect to such party. No Person who is not Except to the extent a named party and to the extent a named party to the Equity Commitment Letter (and then only to the extent of the specific obligations undertaken by such named party in this AgreementAgreement or by such named parties under the Equity Commitment Letter), including any directorno present, former or future Affiliate, officer, director, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), or their Affiliates shall have any liability Liability (whether in Contract or in tortcontract, in law tort or in equityotherwise) for any obligations or Liabilities of any party which is not otherwise expressly identified as a party, and no recourse shall be brought or granted against any of them, by virtue of or based upon any theory that seeks to impose liability alleged misrepresentation or inaccuracy in or breach of an entity party against its owners any of the representations, warranties, agreements or Affiliates) to covenants of any party to under this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based onupon, in respect of, or by reason of, the transactions contemplated by the Transaction Documents or in respect of any representations made or alleged to have been made in connection therewith. The provisions of this Agreement or its negotiation or execution; Section 6.20 are intended to be for the benefit of, and enforceable by the Affiliates, officers, directors, employees, incorporators, members, partners, stockholders, agents, attorneys and other Representatives referenced in this Section 6.20 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 Person shall be a third-party beneficiaries beneficiary of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)6.20.

Non-Recourse. All Legal Proceedings (whether in Contract No past, present or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any future director, officer, employee, incorporator, member, partner, stockholdermanager, Affiliate, agent, attorney or Representative 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 (other than the Investors pursuant to, and subject to the terms of, the Equity Financing Commitments). Seller and the Company each agree that, except to the extent a named party in this Agreement or the Ancillary Agreements and except and to the extent provided in the Limited Guaranty, the Equity Financing Commitments or the Confidentiality Agreement, (a) neither it nor any of its Affiliates will bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Related Party of Purchasers, in any way relating to this Agreement that is not itself or the 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 named party to this Agreement (“Non-Party Affiliates”), Purchaser shall have any liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to Seller or the Company or any party to this Agreement of its and their respective Affiliates or their respective directors, officers, employees, agents, partners, managers or equity holders for any obligations or liabilities arising under, in connection with or related to 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 have been made in connection herewith. Notwithstanding anything to the contrary contained herein, each of the Seller and Company (each on their own behalf and on behalf of their respective Affiliates, officers, directors, employees, members, managers, partners, controlling persons, advisors, attorneys, agents and representatives) hereby (i) waives any claims or rights against any Debt Financing Source relating to or arising out of this Agreement Agreement, the Debt Financing, the Debt Financing Commitments or its negotiation any related agreements or execution; the transactions contemplated hereby and each party hereto thereby, whether at law or thereto waives in equity and releases all such liabilitieswhether in tort, claims and obligations contract or otherwise, (ii) agrees not to bring or support any suit, action or proceeding against any such Non-Party Affiliates. The parties acknowledge and agree that Debt Financing Source in connection with this Agreement, the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes Debt Financing, the parties Debt Financing Commitments or any Non-Party Affiliates from exercising any rightsrelated agreements or the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and nothing in this Agreement shall limit the liability (iii) agrees to cause any suit, action or obligations proceeding asserted against any Debt Financing Source by or on behalf of itself or any Non-Party of its Affiliates, officers, directors, employees, members, managers, partners, controlling persons, advisors, attorneys, agents and representatives in each case under connection with this Agreement, the Merger Agreement 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 other agreement liability for any claims or damages to which they are specifically a party the Seller or an express third party beneficiary thereof. This Section 9(n) is subject tothe Company in connection with this Agreement, the Debt Financing, the Debt Financing Commitments or related agreements or the transactions contemplated hereby and does not alter the scope or application of, Section 9(j)thereby.

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

Non-Recourse. All Legal Proceedings Except in respect of Fraud against any Person that committed Fraud and the remedies of the Seller under the Purchaser Parent Guaranty against the Purchaser Parent, this Agreement shall be enforceable only against, and any Action based upon, arising under, out of or in connection with or related in any manner to this Agreement, the other Transaction Documents or the Transactions shall be brought only against the Parties, and then only with respect to the specific obligations set forth in this Agreement applicable to such Party. No Person that is not a Party including any past, present or future Representative or Affiliate of a Party or any Affiliate of any of the foregoing (each, a “Nonparty Affiliate”), shall have any Liability (whether in Contract 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 tortconnection with or related in any manner to this Agreement, in law the other Transaction Documents or in equity) that may be the Transactions, or based upon, arise out in respect of or relate to this Agreement by reason of the Transaction Documents or the negotiation, execution, performance or non-Breach of any of the Transaction Documents. To the extent permitted by Law, each Party hereby (a) waives and releases all such claims, causes of action, Liabilities and other obligations against any such Nonparty Affiliates, (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 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 (c) disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement (including Agreement, the other Transaction Documents and any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising underin, 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 as an inducement hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)thereto.

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

Non-Recourse. All Legal Proceedings Except as set forth in the Confidentiality Agreement, (whether in Contract or in tort, in law or in equitya) that this Agreement may be enforced only against, and any Proceeding based upon, arise arising out of of, or relate related to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) transactions contemplated hereby may be made by any party hereto brought only against against, the Persons entities that are expressly identified named as parties hereto Parties and then only with respect to the specific obligations set forth herein with respect to such Party and (b) with respect to each Party, no past, present or thereto. No Person who is not a named party to this Agreement, including any future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor, lender or Representative representative of such named Party shall have any Liability (whether in contract or tort, at law or in equity or otherwise, or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such named party Party or for any claim based on, arising out of, or related to this Agreement that is not itself or the transactions contemplated hereby. The provisions of this Section 10.16 are intended to be for the benefit of, and enforceable by the Affiliates, officers, directors, employees, incorporators, members, partners, stockholders, agents, attorneys and other representatives referenced in this Section 10.16 and each such Person shall be a named third party beneficiary of this Section 10.16. Notwithstanding anything herein to this Agreement (“Non-the contrary, no Lender or Lender Related Party Affiliates”), shall have any liability Liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliatesaffiliates) to the Acquired Companies, GB Holdco, the Representative or any party to this Agreement Company Representative for any obligations or liabilities arising under, in connection with or related to the Debt Financing or this Agreement or for any claim based on, in respect of, or by reason of the Debt Financing or this Agreement or its negotiation the negotiation, execution or executionperformance thereof; and each party hereto or thereto Company Representative waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties Lender or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Lender Related Party.

Non-Recourse. All Legal Proceedings (whether in Contract or in tortThis Agreement may only be enforced against, in law or in equity) that may be and any Proceeding based upon, arise arising out of of, or relate related to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including Agreement, in each case, except with respect to any representation applicable liabilities or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) obligations arising under the Confidentiality Agreements, may only be made by any party hereto only brought against the Persons entities that are expressly identified named as parties Parties hereto or theretoand then only with respect to the specific obligations set forth herein with respect to such Party. No Person who is not a named party to this Agreementpast, including any present or future director, officer, other employee, incorporator, manager, member, general or limited partner, stockholder, Affiliateequityholder, controlling person, Affiliate (which, for this purpose, shall not include any Party), agent, attorney or other Representative of any named party to Party or any of their successors or permitted assigns or any direct or indirect director, officer, other employee, incorporator, manager, member, general or limited partner, stockholder, equityholder, controlling person, Affiliate (which, for this Agreement that is purpose, shall not itself include any Party), agent, attorney, Representative, successor or permitted assign of any of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesRecourse Party”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to of any Party under this Agreement or, except with respect to any applicable liabilities or obligations arising under the Confidentiality Agreements, for any claim or Proceeding (whether in tort, Contract or otherwise) based on, in respect of, of or by reason of the transactions contemplated hereby or in respect of any written or oral representations made or alleged to be made in connection herewith. Without limiting the rights of any Party against another Party hereunder, in no event shall a Party or any of its Affiliates seek to enforce this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiesagainst, make any claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries for breach of this Section 9(n). Nothing in this Agreement precludes against, or, except with respect to any applicable liabilities or obligations arising under the parties or Confidentiality Agreements, seek to recover monetary damages from, any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Recourse Party.

Non-Recourse. All Legal Proceedings (whether in Contract contract or in tort, in law Law or in equityequity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n)5.18. Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) 5.18 is subject to, and does not alter the scope or application of, Section 9(j)5.10.

Non-Recourse. All Legal Proceedings claims or Causes of Action (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or relate by reason of, be connected with, or related in any manner to this Agreement Agreement, the Related Agreements, the Transaction or pre-Closing operations of the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) Business may be made by any party hereto only against (and are expressly limited to) the Persons that are expressly identified as parties Parties hereto or theretothereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a named party to this AgreementContracting Party, including any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or Representative representative of, and any financial advisor or lender to, any of any named party to this Agreement that is not itself a named party to this Agreement the foregoing (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract contract or in tort, in law or in equity, or granted by statute or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement for any obligations Causes of Action or liabilities Liabilities arising under, out of, in connection with or related in any manner to this Agreement or for any claim the Related Agreements or based on, in respect of, or by reason of this Agreement or its negotiation the Related Agreements or their negotiation, execution, performance or breach; and and, to the maximum extent permitted by Law, each party hereto or thereto Contracting Party waives and releases all such liabilities, claims Causes of Action and obligations Liabilities against any such Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, each Contracting Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or the Related Agreements or any representation or warranty made in, in connection with, or as an inducement to this Agreement or the Related Agreements. The parties Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)9.15.

Non-Recourse. All Legal Proceedings (whether Other than to the extent set forth in Contract the Confidentiality Agreement, this Agreement may only be enforced against, and any claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of or relate related to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement Agreement, or the transactions contemplated hereby (including any representation or warranty made in or in, in connection with this Agreement with, or as an inducement to enter into this Agreement) may only be made by any party hereto only against brought against, the Persons entities that are expressly identified named as parties hereto Parties (or theretotheir successors or permitted assigns) and then only with respect to the specific obligations set forth herein with respect to such named Party. No Person who is not Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), except as set forth in the Confidentiality Agreement, including any no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor, debt financing source or other Representative of any named Party, or Affiliate of any of the foregoing (excluding any party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”the Confidentiality Agreement, Buyer and any Seller or their successors or permitted assigns), shall have any liability Liability (whether in Contract or in contract, tort, in law equity or in equityotherwise) for any one or more of the representations, warranties, covenants, agreements or based upon other obligations or Liabilities of any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to Party under this Agreement (whether for any obligations indemnification or liabilities arising under, in connection with otherwise) or related to this Agreement of or for any claim based on, in respect ofarising out of or related to this Agreement, or by reason the negotiation, execution or performance of this Agreement Agreement, or its negotiation the transactions contemplated hereby (including any representation or execution; and each party hereto warranty made in, in connection with, or thereto waives and releases all such liabilitiesas an inducement to this Agreement). Notwithstanding the foregoing, 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 nothing contained in this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement 11.13 shall limit the liability or obligations restrict any claim or remedy based on or arising out of any Non-Party Affiliates, in each case under the Merger Agreement Fraud or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Willful Breach.

Non-Recourse. All Legal Proceedings (whether in Contract This Agreement may only be enforced against, and any claims or in tort, in law or in equity) causes of action that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may only be made by any party hereto only against the Persons entities that are expressly identified as parties hereto Parties. Except to the extent named as a Party to or thereto. No Person who is not a named third-party to beneficiary of this Agreement, including any and then only to the extent of the specific obligations of such Parties set forth in this Agreement, no past, present or future shareholder, member, partner, manager, director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney agent or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall will have any liability (whether in Contract or in contract, tort, in law equity or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) to any party to this Agreement for any of the representations, warranties, covenants, agreements or other obligations or liabilities arising under, in connection with or related 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 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 this Agreement any oral representations made or its negotiation alleged to be made in connection herewith or execution; and each party hereto or thereto waives and releases all such liabilitiestherewith. For the avoidance of doubt, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement Section 9.10 shall in any way limit or qualify (x) the liability or rights and obligations of any Non-Party Affiliates, the Debt Financing Sources to each other thereunder or in each case connection therewith or (y) the rights of the Company to make a claim against Parent under the Merger Confidentiality Agreement or for any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)breach thereof by any Debt Financing Source.

Non-Recourse. All Legal Proceedings (whether in Contract This Agreement may only be enforced against, and any claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of of, or relate related to this Agreement or the transactions contemplated hereby or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may only be made by any party hereto only against brought against, the Persons entities that are expressly identified named as parties hereto or theretoand then only with respect to the specific obligations set forth herein with respect to such party, and subject to the limitations contained herein. No Person who is not Except to the extent a named party to this AgreementAgreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise, and subject to the limitations contained herein), no person, including any past, present or future director, officer, employee, incorporator, member, partner, stockholdershareholder, Affiliateaffiliate, agent, attorney attorney, advisor or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in contract, tort, in law equity or in equityotherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesaffiliates) to for any party one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the parties to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement of or for any claim based on, in respect arising out of, or by reason of related to this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliatesof the transactions contemplated hereby. The parties acknowledge and agree that the Non-Party Affiliates are intended third-third party beneficiaries of this Section 9(n)5.15. Nothing in [Remainder of this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).Page Intentionally Left Blank]

Non-Recourse. All Legal Proceedings (whether a) Each of the following is herein referred to as a “Buyer Non-Recourse Party”: the 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 Contract any of this Agreement by a Buyer Party to the extent of such assignment. Except for remedies as against the Equity Investor with respect to its obligations and liabilities expressly provided for under the Equity Commitment Letter, no Buyer Non-Recourse Party shall have any Liability or obligation to the Partnership Parties or their Affiliates of any nature whatsoever in tortconnection with or under this Agreement, in law or in equity) that the transactions 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 dispute, controversy, matter or claim based uponon, arise related to or arising out of or relate to this Agreement Agreement, or the negotiation, execution, performance or non-performance consummation of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) , may only be made by any party hereto only against brought against, the Persons entities that are expressly identified named as parties hereto Parties, and then only with respect to the specific obligations set forth herein with respect to such Party; provided, however, that, for the avoidance of doubt, nothing herein shall limit any rights that the Partnership Parties have under the express terms of the Equity Commitment Letter or theretothe rights that the Buyer Parties have under the express terms of the Debt Commitment Letter. No Person who is not a named party Subject to this AgreementSection 9.6, 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 (“each Buyer Non-Recourse Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any 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 is expressly intended as a third-party beneficiaries beneficiary of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j9.12(a).

Non-Recourse. All Legal Proceedings claims, Actions or causes of action (whether in Contract or in tort, in law Law or in equity) that may be based upon, arise out of of, or relate to this Agreement or the Ancillary Documents or the negotiation, execution, performance execution or non-performance of this Agreement or the Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the Ancillary Documents or as an inducement to enter into this Agreement) Agreement or the Ancillary Documents), may be made by any party hereto only against the Persons entities that are expressly identified as Parties hereto and parties hereto or thereto. No Person who is not a named party to this AgreementAgreement or the Ancillary Documents, including any past, present or future director, manager, officer, employee, incorporator, member, partner (including any general or limited partner), stockholderdirect or indirect equityholders (including stockholders and optionholders), Affiliate, agent, attorney or Representative other representative of any named party Party to this Agreement that is not itself a named party to this Agreement or the other Ancillary Documents (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract or in tort, in law Law or in equity, or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities Liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document (as the case may be) or for any claim or Action based on, in respect of, or by reason of this Agreement or its such other Ancillary Document (as the case may be) or the negotiation or executionexecution hereof or thereof; and each party hereto or thereto Party waives and releases all such liabilitiesLiabilities, claims claims, obligations and obligations Actions against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are expressly intended third-as third party beneficiaries of this Section 9(n). Nothing in provision of this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Agreement.

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

Non-Recourse. All Legal Proceedings This Agreement may only be enforced against, and all claims or causes of action (whether in Contract or contract, in tort, at law, in law equity or in equityotherwise) that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, termination, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) ), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto hereto, or, to the extent a party has agreed to cause a Subsidiary to take or theretoomit to take any action, against such Subsidiary (but only to the extent of the specific obligations of such parties or Subsidiaries set forth herein). No Without limiting any rights any party may have pursuant to any Transaction Document against the parties to such Transaction Document, (i) no Person who is not a named party to the this AgreementAgreement (other than the Subsidiaries of a party to the extent a party has agreed to cause such Subsidiary to take or omit to take any action), including any past, present or future, director, officer, employee, incorporator, member, partner, stockholderstockholder or other equityholder, Affiliate, agent, attorney attorney, financial advisor or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim liability based on, in respect of, or by reason of of, arising under, out of, in connection with, or related in any manner to this Agreement, the transactions contemplated by this Agreement or its their negotiation or execution; and and, (ii) to the maximum extent permitted by Law, each party hereto or thereto waives and releases all such liabilities, claims and obligations liabilities against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).

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

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation Agreement, the Offer or warranty made the Merger contemplated hereby, may, except to the extent set forth in the Equity Commitment Letter or in connection with this Agreement or as an inducement to enter into this Agreement) may the Limited Guaranty, be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or and thereto. No Person Other than the Sponsor pursuant to the Equity Commitment Letter or the Limited Guaranty, no person who is not a named party to this Agreement, including the Debt Financing Related Parties, any directorpast, officerpresent or future affiliate thereof or any of their respective directors, employeeofficers, incorporatoremployees, memberincorporators, partnermembers, stockholdermanagers, Affiliatepartners, agentdirect or indirect equityholders (including stockholders and optionholders), attorney affiliates, agents, attorneys or Representative of any named party to this Agreement that is not itself a named party to this Agreement representatives (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract contract or in tort, in law under any Legal Requirements or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement Agreement, the Offer 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 Agreement, the Offer or its the Merger contemplated hereby (as the case may be) or the negotiation or execution; execution hereof or thereof, and each party hereto or thereto waives and releases all such liabilities, claims and obligations (other than Liabilities, claims and obligations of the Sponsor pursuant to the Equity Commitment Letter or the Limited Guaranty) against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).

Non-Recourse. All Legal Proceedings Except to the extent otherwise expressly set forth in the Limited Guarantees and the Equity Commitment Letters, all claims, obligations, liabilities, or causes of action (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under or out of or relate to this Agreement Agreement, or the negotiation, execution, performance or non-performance of this Agreement (including any representation may only be made or warranty made in or in connection 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 as an inducement the Limited Guarantees or the Equity Commitment Letters (and then only to enter into the extent of the specific obligations undertaken by such Person in this Agreement) may be made by any party hereto only against Agreement or the Persons that are expressly identified as parties hereto Limited Guarantees or thereto. No Person who is the Equity Commitment Letters, respectively, and not a named party to this Agreementotherwise), including any no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)hereto, shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement Liability for any obligations or liabilities arising under, Liabilities of such Party under this Agreement or any documents or instruments delivered in connection with or related to this Agreement (unless a signatory party thereto in his or her personal capacity and not on behalf of a Party) for any claim (whether arising in contract, tort, equity or otherwise) based on, in respect of, or by reason of, such obligations, whether by the enforcement of any assessment or by any legal or equitable Proceeding, or by virtue of any statute, regulation or other applicable Law. Without limiting the foregoing, notwithstanding anything herein to the contrary, Seller (and its stockholders, partners, members, Affiliates, 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, in respect of, arise under or out of this Agreement or its negotiation the Financing Commitments, whether at Law or executionin equity, in contract, in 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 each 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 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 beneficiary of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)11.14.

Non-Recourse. All Legal Proceedings Notwithstanding anything that may be expressed or implied in this Agreement, except as otherwise set forth herein, all claims or causes of action (whether in Contract contract or in tort, in law Law or in equity) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) the transactions contemplated hereby may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or theretohereto. No Person who is not a named party to this Agreement, including any Debt Financing Related Party, or any past, present or future director, officer, employee, incorporator, member, manager, partner, stockholderequityholder, Affiliate, agent, employee, attorney or other Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of on an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; , in each case except as otherwise provided under the laws of the State of Delaware, and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge Debt Financing Related Parties and agree that the any Non-Party Affiliates are expressly intended as third-party beneficiaries of this Section 9(n)10.15 and the Debt Financing Related Parties are expressly intended as third-party beneficiaries of the other Debt Financing Provisions. Nothing in this Agreement precludes Notwithstanding the parties or any Non-Party Affiliates from exercising any rightsforegoing, and nothing in this Agreement Agreement, including this Section 10.15, shall limit preclude any party to any document executed in connection with the liability or obligations of Transaction from making any Non-Party Affiliatesclaim thereunder, in each case under case, to the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)extent permitted therein.

Non-Recourse. All Legal Proceedings (whether in Contract or in torta) This Agreement may only be enforced against, in law or in equity) that may be and any Action based upon, arise arising out of of, or relate related to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) , may only be made by any party hereto only brought against the Persons that are expressly identified named as parties hereto Parties to this Agreement and any Ancillary Agreement, as applicable, and then only with respect to the specific obligations set forth herein or theretotherein with respect to such Party. No Person who is not To the extent a named party Party to this AgreementAgreement and any Ancillary Agreement (and then only with respect to the specific obligations set forth herein or therein with respect to such Party), including any no past, present or future director, officer, employee, incorporator, manager, member, partner, stockholdershareholder, Affiliate, agent, attorney or other Representative of any named party to this Agreement that is not itself Party hereto or of any Affiliate of any Party hereto, or any of their successors or permitted assigns (any such person, a named party to this Agreement (“Non-Party AffiliatesRecourse Party”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) obligations to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to Party hereto under this Agreement or for any claim based on, in respect of or by reason of the Transactions. (b) 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 Section 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 this Agreement of, the transactions contemplated hereby, including, but not limited to, any dispute relating to, or its negotiation arising from, the Debt Financing, the Debt Financing Commitments or execution; and each party hereto the performance thereof, (ii) waives any rights or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliateskind or nature (whether in law or in equity, in each case under contract, in tort or otherwise) the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).9.16 Seller Persons may have against any

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

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

Non-Recourse. All Legal Proceedings (whether Other than to the extent set forth in Contract the Confidentiality Agreement, this Agreement may only be enforced against, and any claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of or relate related to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement Agreement, or the transactions contemplated hereby (including any representation or warranty made in or in, in connection with this Agreement with, or as an inducement to enter into this Agreement) may only be made by any party hereto only against brought against, the Persons entities that are expressly identified named as parties hereto Parties (or theretotheir successors or permitted assigns) and then only with respect to the specific obligations set forth herein with respect to such named Party or a third party beneficiary pursuant to Section 11.08. No Person who is not Except to the extent a named party to this Agreement or a third party beneficiary pursuant to Section 11.08 (and then only to the extent of the specific obligations of such party set forth in this Agreement and not otherwise) and except as set forth in the Confidentiality Agreement, including any no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor, Debt Financing Source or other Representative of any named Party, or Affiliate of any of the foregoing (excluding any party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”the Confidentiality Agreement, Buyer and Seller or their successors or permitted assigns), shall have any liability Liability (whether in Contract or in contract, tort, in law equity or in equityotherwise) for any one or more of the representations, warranties, covenants, agreements or based upon other obligations or Liabilities of any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to Party under this Agreement (whether for any obligations indemnification or liabilities arising under, in connection with otherwise) or related to this Agreement of or for any claim based on, in respect ofarising out of or related to this Agreement, or by reason the negotiation, execution or performance of this Agreement Agreement, or its negotiation the transactions contemplated hereby (including any representation or execution; and each party hereto warranty made in, in connection with, or thereto waives and releases all such liabilitiesas an inducement to this Agreement). Notwithstanding the foregoing, 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 nothing contained in this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement 11.13 shall limit the liability or obligations restrict any claim or remedy based on or arising out of any Non-Party Affiliates, in each case under the Merger Agreement Fraud or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Willful Breach.

Non-Recourse. All Legal Proceedings Except to the extent expressly set forth in this commitment letter or any document or instrument delivered in connection herewith, and notwithstanding the fact that Trident Pine is a limited partnership, by its acceptance of the benefits of this commitment letter, Parent acknowledges and agrees that (a) all claims or causes of action (whether in Contract contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement commitment letter, or the negotiation, execution, performance execution or non-performance of this Agreement commitment letter (including any representation or warranty made in or in connection with this Agreement commitment letter or as an inducement to enter into this Agreement) commitment letter), may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement Trident Pine and (“b) no Non-Recourse Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement commitment letter or for any claim based on, in respect of, or by reason of this Agreement commitment letter 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 AffiliatesRecourse Party. The parties acknowledge Recourse against Trident Pine pursuant to this commitment letter shall be the sole and agree that exclusive remedy of Parent, Merger Sub and all of their respective Affiliates against Trident Pine, the Trident VII Funds (other than pursuant to the Trident VII Commitment Letter) and the other Non-Party Affiliates Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the Transactions. Notwithstanding the Company’s rights as third party beneficiary hereunder as contemplated by Section 11 hereof, the Company is subject to this Section 12 hereof to the same extent as Parent and Merger Sub. Non-Recourse Parties are expressly intended third-as third party beneficiaries of this Section 9(n). Nothing in provision of this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)commitment letter.

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

Non-Recourse. All Legal Proceedings (whether in Contract a) This Agreement may only be enforced against, and any claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of or relate related to this Agreement or the negotiationmay only be brought against, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified named as parties hereto or theretoto this Agreement. No Person who is not Except to the extent named as a named party to this Agreement, including any or as guarantor under the Guaranty, and then only to the extent of the specific obligations of such parties set forth in this Agreement, no past, present or future shareholder, member, partner, manager, director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney agent or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-or any Subsidiary of the Company or any other Seller Party Affiliates”), shall or Purchaser Party will have any liability (whether in Contract or in contract, tort, in law equity or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) to any party to this Agreement for any of the representations, warranties, covenants, agreements or other obligations or liabilities arising under, in connection with or related of any of the parties to this Agreement or for any claim based onupon, 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 respect of, connection with or by reason that may arise out of this Agreement or its negotiation the Financing, whether at law or execution; equity, in contract, in tort or otherwise, and each party hereto 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 thereto waives the transactions contemplated hereunder (including any proceeding relating to the Financing) and releases all such 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, claims damages, costs, expenses, fines or penalties to the Company or any of its Subsidiaries, equityholders, Affiliates, officers, directors, employees and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing Representatives in connection with this Agreement precludes or the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)transactions contemplated hereunder.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract or in tort, in law Law or in equity) that may be based upon, arise out of or relate to this Agreement or the Transaction Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the Transaction Documents (including any representation or warranty made in or in connection with this Agreement or the Transaction Documents or as an inducement to enter into this Agreement) Agreement or the Transaction Documents), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or Parties and thereto, except in the event of Fraud committed by such Non-Party Affiliate. No Person who is not a named party to this AgreementAgreement or the Transaction Documents, including any past, present or future director, manager, officer, employee, incorporator, member, partner, stockholderequityholders (including stockholders and optionholders), Affiliate, agentagents, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement or the other Transaction Documents or the sources of the Financing (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract or in tort, in law Law or in equity, or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement for any obligations or liabilities Liabilities arising under, in connection with or related to this Agreement or such other Transaction Document or for any claim based on, in respect of, or by reason of this Agreement or its such other Transaction Document or the negotiation execution hereof or executionthereof, except for in the event of Fraud; and each party hereto or thereto Party waives and releases all such liabilitiesLiabilities, claims and obligations against any such Non-Party Affiliates, except in the event of Fraud committed by such Non-Party Affiliate. The parties acknowledge and agree that the Non-Party Affiliates are expressly intended as third-party beneficiaries of this Section 9(n). Nothing in provision of this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Agreement.

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

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or relate by reason of, be connected with, or related in any manner to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) other agreement contemplated hereby may be made by any party hereto only against (and are expressly limited to) the Persons that are expressly identified as parties hereto or theretothereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a named party to this AgreementContracting Party, including any current or former director, officer, employee, incorporator, controlling person, managing member, general partner, stockholdermanager, shareholder, principal, Affiliate, agent, attorney or Representative representative of, and any heir, executor, administrator, successor or assign, financial advisor or lender to, any of any named party to this Agreement that is not itself a named party to this Agreement the foregoing (“Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in law or in equity, or granted by statute or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to this Agreement or for any claim other agreement contemplated hereby or based on, in respect of, or by reason of this Agreement or its negotiation any other agreement contemplated hereby or their negotiation, execution, performance or breach; and and, to the maximum extent permitted by Law, each party hereto or thereto Contracting Party waives and releases all such 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 now or in the future 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 any representation or warranty made in, in connection with, or as an inducement to this Agreement. The parties Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)35.

Non-Recourse. All Legal Proceedings claims or causes of Litigation (whether in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement the Transaction Documents or the negotiation, execution, performance or non-performance of this Agreement Transaction Documents (including any representation or warranty made in or in connection with this Agreement Agreement, any other Transaction Document or as an inducement to enter into this AgreementAgreement or such other Transaction Document) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. In no event shall any named party to 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 this Agreementthe 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 last sentence in the definition of “Affiliate”), agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement the Transaction Documents (including the Financing Sources) (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities 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 its their negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party AffiliatesAffiliates (including the Financing Sources). The parties acknowledge and agree that the Non-Party Affiliates (including the Financing Sources) are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)9.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in at law or in equity, or otherwise) that may be based uponon, arise out of or relate to this Agreement or the Ancillary Agreements, or the negotiation, execution, performance execution or non-performance of this Agreement or the Ancillary Agreements (including any representation or warranty made in or in connection with this Agreement herewith or therewith or as an inducement to enter into this Agreement) Agreement or the Ancillary Agreements), may be made by any party hereto 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). No 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 Fraud committed after the date hereof)), no Person who is not a named party to this AgreementAgreement or the Ancillary Agreements, including any past, present or future director, officer, employee, incorporator, membermanager, partner, stockholderequityholder, Affiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement or the Ancillary Documents (collectively, “Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in at law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesaffiliates, or otherwise) to any party to this Agreement for any obligations or liabilities arising under, in connection with out of or related relating to this Agreement or the Ancillary Agreements (as the case may be) or for any claim based on, in respect of, or by reason cause of action arising out of or relating to this Agreement or its the Ancillary Agreements (as the case may be), or the negotiation or executionexecution hereof or thereof; and each party hereto or thereto Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are expressly intended as, and shall be, third-party beneficiaries of this Section 9(n). Nothing in provision of this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Agreement.

Non-Recourse. All Legal Proceedings This Agreement may only be enforced against the named Parties hereto (whether in Contract subject to the terms, conditions and other limitations set forth herein), and (i) all claims or in tort, in law or in equity) causes of action that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may only be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this the Parties hereto, (ii) except as provided in any Support Agreement, including any no past, present or future director, manager, officer, employee, incorporator, member, member general partner, stockholderlimited partner, equityholder, trustee, Affiliate, agent, agent attorney or other Representative of any named party to thereto (including any person negotiating or executing this Agreement that is not itself on behalf of a named party to this Agreement (“Non-Party Affiliates”), thereto) shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection obligation with or related respect to this Agreement or for any of the other Transaction documents or with respect to any claim based on, in respect ofor cause of action that may arise out of or relate to this Agreement or any of the other Transaction documents, or by reason the negotiation, execution or performance of this Agreement and (iii) in no event will the Company seek or obtain, nor will it permit any of its negotiation Representatives to seek or execution; and each party hereto obtain, nor will any Person be entitled to seek or thereto waives and releases all such liabilitiesobtain, claims and obligations any monetary recovery or monetary award against any such Non-Parent Related Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or (including any Non-Recourse Parent Party Affiliates from exercising as defined in the Equity Commitment Letter) with respect to this Agreement, the Equity Commitment Letter or the Limited Guarantee or the Transactions contemplated hereby and thereby (including any rightsbreach by the Equity Financing Parties, and nothing in the Guarantors, Parent or Merger Sub), the termination of this Agreement shall limit Agreement, the liability failure to consummate the Transactions or obligations any claims or actions under applicable Legal Requirements arising out of any Non-Party Affiliatessuch breach, termination or failure, in each case under case, except for claims that the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (B) and (C), in all respects to the limitations set forth in Section 7.3(a), Section 7.3(f), Section 8.5(c) and this Section 7.3(h)): (A) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement or any other agreement Support Agreement; (B) against Parent, Merger Sub or the Guarantors (without duplication) to which they are specifically a the extent expressly provided for in this Agreement, or with respect to the Guarantors, pursuant to the terms and conditions of the Limited Guarantee; and (C) against the equity providers party or an express third party beneficiary thereof. This Section 9(n) is subject toto the Equity Commitment Letter for specific performance of their obligation to fund their committed portions of the Equity Financing solely in accordance with, and does not alter pursuant to the scope or application terms and conditions of, Section 9(j)the Equity Commitment Letter.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law Law or in equity) that may be based upon, arise out of or relate to this Agreement or the other Ancillary Agreements, or the negotiation, execution, performance execution or non-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) Agreement or the other Ancillary Agreements), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or and thereto. 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 representative of any named party to this Agreement that is not itself a named party to this Agreement or the other Ancillary Agreements (“Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in law Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or its such other Ancillary Document (as the case may be) or the negotiation or executionexecution hereof or thereof; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge Company and agree that any person or entity acting on behalf of the Company hereby waives and releases all of the Non-Party Affiliates of the Seller and of the Seller’s Affiliates from any liabilities, claims and obligation arising from any action or omission by such Non-Party Affiliate taken before the Closing. Non-Party Affiliates are expressly intended third-as third party beneficiaries of this Section 9(n)provision of this Agreement. Nothing Notwithstanding anything in this Agreement precludes or in any related agreement to the parties contrary, none of the Seller Related Parties shall have any rights or claims against any Non-Financing Party Affiliates from exercising any rightsin connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, and nothing no Financing Party shall have any rights or claims against any Seller Related Party in connection with this Agreement Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise; provided that, following the Closing Date, the foregoing shall not limit the liability rights of the Financing Parties under any commitment letter or obligations of any Non-Party Affiliates, in each case under other definitive documentation related to the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Debt Financing.

Non-Recourse. All Legal Proceedings (whether Except in Contract the event of Fraud, this Agreement and the Transaction Documents may only be enforced against, and any claim or in tort, in law or in equity) that may be suit based upon, arise arising out of of, or relate related to this Agreement or the Transactions Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the 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 all cases, as limited by the provisions of this Section 9.9). Except in the event of Fraud, no Person who is not a named party to this Agreement or any Transaction Document, including any past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, member, Affiliate, agent, attorney or representative of Buyer, the Company Group, Seller or any of their respective Affiliates (each a “Non-Recourse Party”), will have or be subject to any Liability or indemnification obligation (whether in contract or in tort) under this Agreement or such Transaction Document, it being expressly agreed and acknowledged that except in the event of Fraud no personal Liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party for any Liabilities arising under, in connection with or related to this Agreement or any Transaction Document (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreementany Transaction Document) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by 50 reason of this Agreement or any Transaction Document or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations Liabilities against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Recourse Parties. Except in the event of Fraud, each Party Affiliates agrees not to assert or threaten to assert any claim with respect to, arising from exercising any rightsor related to the Transaction, and nothing in this Agreement shall limit or the liability negotiation, execution or obligations performance of this Agreement against any Non-Recourse Party Affiliatesand hereby irrevocably waives any and all claims against any Non-Recourse Party, whether arising by statute or based on theories of equity, agency, control, instrumentality, alter ego, dominion, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise, in each case under case, with respect to, arising from or related to the Merger Transaction, this Agreement or any other agreement to which they are specifically a party the negotiation, execution or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)performance of this Agreement.

Non-Recourse. All Legal Proceedings (whether in Contract or in tortThis Agreement may only be enforced against, in law or in equity) that may be and any Claim based upon, arise arising out of of, or relate related to this Agreement or the negotiationtransactions contemplated hereby may only be brought against, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified named as parties hereto or theretoand then only with respect to the specific obligations set forth herein with respect to such party. No Person who is not Except to the extent a named party to this AgreementAgreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), including any no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor or Representative or Affiliate of any named party to this Agreement that is not itself of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesRecourse Party”), ) shall have any liability (whether in Contract or in contract, tort, in law equity or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) to any party to this Agreement for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, the Purchaser or Merger Sub 1 under this Agreement of or for any Claim based on, arising underout of, in connection with or related to this Agreement or for the transactions contemplated hereby. Without limiting the foregoing, no claim will be brought or maintained by the Purchaser or any claim other Purchaser Indemnified Party or any of their respective successors or permitted assigns against any Non-Recourse Party which is not otherwise expressly identified as a party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based onupon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any party hereto set forth or contained in respect of, or by reason of this Agreement or its negotiation any exhibit or execution; and each party schedule hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)certificate delivered hereunder.

Non-Recourse. All Legal Proceedings claims (whether in Contract or in tort, in law law, in equity or in equityotherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or theretohereto. No Person who that is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), ) shall have any liability (whether in Contract or in tort, in law law, in equity or in equityotherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any 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 releases, on behalf of itself and its respective direct or indirect, former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates, Representatives or assignees, all such liabilities, claims and obligations against any such Non-Party Affiliates; it being understood that the foregoing shall not restrict any claims that the Company or Parent may assert pursuant to the terms and conditions of the Confidentiality Agreement. Nothing in this Section 8.15, (a) precludes the parties hereto from exercising any rights under this Agreement or any other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (b) limits the liability of any Non-Party Affiliates under any other Transaction Document to which they are specifically a party. This Section 8.15 is subject to, and does not alter the scope or application of, Section 8.15. The parties hereto acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)8.15.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law or in equity, by statute or otherwise) that may be based upon, arise out of or relate in any manner to this Agreement or the other Transaction Documents, or the negotiation, execution, performance execution or non-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) Agreement or the other Transaction Documents), may be made by any party hereto only against (and are expressly limited to) the Persons that are expressly identified as parties hereto or and thereto. No Person who is not a named party to this AgreementAgreement or the other Transaction Documents, including any past, present or future director, officer, employee, incorporator, member, partner, stockholder, equity holder, controlling person, Affiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement or the other Transaction Documents (the “Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in law or in equity, by statute or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates, including by or through theories of equity, agency, control, instrumentality, single business enterprise, piercing the veil or undercapitalization) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or the other Transaction Documents (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or its the other Transaction Documents (as the case may be) or the negotiation or executionexecution hereof or thereof; and each party hereto or thereto Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)8.14.

Non-Recourse. All Legal Proceedings Subject to the last sentence of this Section 14.21, all claims, obligations, liabilities or causes of action (whether in Contract tort or in tortcontract, in law or in equity, or otherwise) that may be based upon, arise out of or by reason of, in respect of, or otherwise relate to to, this Agreement Agreement, or the negotiation, execution, performance or non-performance breach of this Agreement (including any representation or warranty made or alleged to have been made in or in connection with this Agreement or as an inducement to enter into this Agreement) or the transactions contemplated hereby (each of such above-described legal, equitable or other theories or sources of liability, a “Recourse Theory”), may only be made by any party hereto only or asserted against (and are expressly limited to), the Persons that are expressly identified named as parties hereto or theretohereto. No Subject to the last sentence of this Section 14.21, no Person who that is not a named party to this Agreement, Agreement (including any directorPurchaser Related Party other than the Purchaser, officerVCVH Intermediate, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), VCVH Holding II and Purchaser LLC) shall have any liability (whether in Contract tort or in tortcontract, in law or in equity, or based upon any theory that seeks to impose liability of an entity party a Person against its owners or Affiliatesaffiliates, or otherwise) to any party to this Agreement for any liabilities or obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, based upon or by reason arising out 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 AffiliatesRecourse Theory. The parties acknowledge and agree that Subject to the Non-Party Affiliates are intended third-party beneficiaries last sentence of this Section 9(n)14.21, in no event shall the Parent or any of its Affiliates, or any Person claiming through or on behalf of any of them, institute any Proceeding under or based upon any Recourse Theory against any Purchaser Related Party other than the Purchaser, VCVH Intermediate, VCVH Holding II and Purchaser LLC. Nothing in this Agreement precludes Section 14.21 shall in any way limit or qualify the obligations and liabilities of (i) the parties to the Commitment Letters to each other or any Non-Party Affiliates from exercising any rights, and nothing (ii) the Purchaser Guarantor to the extent of its obligations expressly set forth in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Limited Guarantee.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or relate by reason of, be connected with, or related in any manner to this Agreement Agreement, the Related Documents or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) Related Claims may be made by any party hereto only against (and are expressly limited to) the Persons that are expressly identified as parties hereto or theretothereto (the “Contracting Parties”). No Person who is not a named party to this AgreementContracting Party, including any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or Representative representative of, and any financial advisor or lender to, any of any named party to this Agreement that is not itself a named party to this Agreement the foregoing (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law Law or in equity, or granted by statute or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to this Agreement or for any claim the Related Documents or based on, in respect of, or by reason of this Agreement or its negotiation the Related Documents or executiontheir negotiation, execution performance or breach; and and, to the maximum extent permitted by Law, each party hereto or thereto Contracting Party waives and releases all such 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 Related Documents or any representation or warranty made in, in connection with, or as an inducement to this Agreement or the Related Documents. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)11.10.

Non-Recourse. All Legal Proceedings (whether in Contract This Agreement may only be enforced against, and any claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of of, or relate related to this Agreement or the negotiationTransactions may only be brought against, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons entities that are expressly identified named as parties hereto (and the Guarantors in accordance with the Guaranty and the Equity Commitment Letter) and then only with respect to the specific obligations set forth in this Agreement with respect to such party or, with respect to the Guarantors, set forth in the Guaranty or theretothe Equity Commitment Letter, except that nothing in this Agreement will limit the rights and remedies of the Company and its Affiliates under the Confidentiality Agreement. No Person who is not a named party to this Without limiting the Company’s rights and remedies under the Confidentiality Agreement, including any except for the Guarantors in accordance with the Guaranty and the Equity Commitment Letter (and then only to the extent of the specific obligations undertaken by the Guarantors set forth in the Guaranty or the Equity Commitment Letter), (x) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliateshareholder, agent, attorney attorney, advisor, representative or Representative Affiliate of any named party to this Agreement that is not itself a named party to this Agreement and (“Non-y) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, representative or Affiliate of any of the foregoing, and (z) no other Financing Sources Related Party Affiliates”), shall will have any liability (whether in Contract or in contract, tort, in law equity or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) to any party to this Agreement for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities arising underof any one or more of the Company, in connection with Parent or related to Merger Sub under this Agreement (whether for indemnification or otherwise) or for any claim based on, in respect ofarising out of or related to this Agreement or the Transactions. In no event shall the Company or any of its Affiliates, and the Company agrees not to and to cause its CLI-202375011v3 Affiliates not to, seek to enforce this Agreement or by reason the Debt Financing against, make any claims for breach of this Agreement or its negotiation the Debt Financing against, assert any other right or execution; and each party hereto claim against or thereto waives and releases all such liabilitiesseek to recover monetary damages from, claims and obligations against or otherwise ▇▇▇, any such Non-Party AffiliatesFinancing Sources Related Party. The parties acknowledge and agree that the Non-Party Affiliates Financing Sources Related Parties are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)9.11.

Non-Recourse. All Legal Proceedings (whether a) Each of the following is herein referred to as a “Parent Non-Recourse Party”: each of the Affiliates of each Parent Party, 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, provided, however, that the term Parent Non-Recourse Party expressly excludes the Parent Parties and any Person that is assigned any interest in Contract any of this Agreement by a Parent Party to the extent of such assignment. No Parent Non-Recourse Party shall have any Liability or obligation to the Partnership Parties or their Affiliates of any nature whatsoever in tortconnection with or under this Agreement, in law or in equity) that the transactions contemplated hereby, 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 dispute, controversy, matter or claim based uponon, arise related to or arising out of or relate to this Agreement Agreement, or the negotiation, execution, performance or non-performance consummation of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) , may only be made by any party hereto only against brought against, the Persons entities that are expressly identified named as parties hereto or theretoParties, and then only with respect to the specific obligations set forth herein with respect to such Party. No Person who is not a named party Subject to this AgreementSection 9.6, 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 (“each Parent Non-Recourse Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any 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 is expressly intended as a third-party beneficiaries beneficiary of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j9.11(a).

Non-Recourse. All Legal Proceedings (whether Except in Contract the case of Fraud, notwithstanding anything to the contrary contained herein or in tortotherwise but subject to the final sentence of this Section 11.17, in law this Agreement may only be enforced against, and any claims or in equity) causes of action that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) the Contemplated Transactions, may only be made by any party hereto only against against, the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party in their capacities as parties to this Agreement, including and no former, current or future stockholders, equity holders, controlling persons, Debt Financing Source, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney agent or Representative Affiliate of any named party to this Agreement that is not itself of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesParty”), shall ) will have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement of the parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the Contemplated Transactions (including the Debt Financing) or in respect of any representations made or alleged to be made in connection herewith. Except in the case of Fraud, without limiting the rights of any party against the other parties, in no event will any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or its negotiation seek to recover damages from, or execution; and each party hereto or thereto waives and releases all such liabilitiesexercise remedies against, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that Party, in each case, subject to the Non-Party Affiliates are intended third-party beneficiaries final sentence of this Section 9(n)11.17. Nothing in this Agreement precludes Notwithstanding the parties or any Non-Party Affiliates from exercising any rightsforegoing, and nothing in this Section 11.17 will (a) preclude any party to another Ancillary Agreement, the Equity Commitment Letters, the Limited Guarantees or the Confidentiality Agreement shall from making any claim thereunder, to the extent permitted therein or (b) limit (i) the liability or obligations of the Debt Financing Sources to any Non-Buyer Party Affiliates, in each case and its Affiliates under the Merger Agreement Debt Commitment Letter or any other agreement definitive documents related to which they are specifically a party the Debt Financing or an express third party beneficiary thereof. This Section 9(n(ii) is subject to, any Buyer Related Party’s rights and does not alter remedies under the scope Debt Commitment Letter or application of, Section 9(j)the definitive documents related to the Debt Financing.

Non-Recourse. All Legal Proceedings (whether in Contract This Agreement may only be enforced against, and any claim or in tort, in law or in equity) that may be cause of Action based upon, arise arising under, out of of, or relate in connection with, or related in any manner to this Agreement or the negotiationtransactions contemplated hereby may only be brought against, execution, performance or non-performance the entities that are expressly named as Parties in the preamble of this Agreement (including any representation or warranty made in or in connection the “Contracting Parties”) and then only with this Agreement or as an inducement respect to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or theretospecific obligations set forth herein with respect to such Contracting Party. No Person who that is not a named party to this AgreementContracting Party, including any directorpast, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney present or future Representative or Affiliate of any named party to this Agreement that is not itself Contracting Party or any Affiliate of any of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesNonparty Affiliate”), shall have any liability Liability (whether in Contract or in contract, tort, in at law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners granted by statute or Affiliatesotherwise) to any party to this Agreement for any claims, causes or action or other obligations or liabilities Liabilities arising under, out of, or in connection with with, or related in any manner to this Agreement or for any claim the transactions contemplated hereby, or based on, in respect of, or by reason of this Agreement or its negotiation negotiation, execution, performance or execution; and breach. To the maximum extent permitted by applicable Law, (a) each party hereto or thereto Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims claims, causes of action and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliatesother obligations, in each case under arising under, out of, or in connection with, or related in any manner to this Agreement or the Merger transactions contemplated hereby, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach, against any such Nonparty Affiliates, (b) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories \\4141-5696-8778 v37 of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, in each case arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach, and (c) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any other agreement representation or warranty made in, in connection with, or as an inducement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)this Agreement.

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

Non-Recourse. All Legal Proceedings (whether in Contract or in torta) Each Party acknowledges and agrees that, in law or in equity) that except as otherwise expressly provided herein, this Agreement may be based uponenforced only against, arise out and any claims or causes of or relate to this Agreement or the negotiation, execution, performance or non-performance action for breach of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against against, the Persons entities that are expressly identified as parties hereto and (without limitation to the rights of any party to any Ancillary Agreements to bring any claims against any other party to such Ancillary Agreement). Except as expressly set forth in the Limited Guarantee or thereto. No the Equity Commitment Letter, no Person who is not a named party Party to this Agreement, including without limitation any past, present or future director, officer, employee, incorporator, member, partner, stockholderequityholder, Affiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party Party to this Agreement (“Non-Party Affiliates”), ) shall have any liability (whether in Contract for any obligations or in tort, in law or in equity, or based upon any theory that seeks to impose liability liabilities of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations claim (whether in contract or liabilities arising undertort, at law or in connection with or related to this Agreement or equity) for any claim based on, in respect of, or by reason breach of this Agreement or its negotiation in respect of any oral or executionother representations made or alleged to be made in connection herewith; and each party hereto or provided that the Ancillary Agreements shall be enforceable against the parties thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliatesin accordance with the terms thereof. The parties acknowledge and Parties agree that the Non-Party Affiliates are intended third-express third party beneficiaries of this Section 9(n10.19(a). Nothing . (b) Notwithstanding anything in this Agreement precludes or in any related Contract to the parties contrary, none of Parent, the Companies or any Non-Party of their respective Affiliates from exercising or Representatives will have any rightsrights or claims against (i) any provider of Debt Financing, and or (ii) any of the respective former, current or future Representatives of the providers of Debt Financing in connection with this Agreement or the Debt Financing, whether at law or equity, in contract, in tort or otherwise. Notwithstanding the foregoing, nothing in this Agreement Section 10.19 shall limit limit, impair or otherwise modify (i) the rights of any of the parties to the Debt Commitment Letter (including Buyer or its Affiliates party to the Debt Commitment Letter and their respective successors and assigns) set forth in the Debt Commitment Letter in accordance with the terms and conditions thereof or (ii) any liability or obligations obligation of any Non-Party Affiliatesof the Debt Financing Sources, in each case under the Merger Agreement or any other agreement of the rights under any of the definitive documentation with respect to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Debt Financing.

Non-Recourse. All Legal Proceedings claims (whether in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto or any third party beneficiary of any relevant provision hereof only against the Persons that are expressly identified as parties hereto or theretohereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholderdirector or indirect equityholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n)5.21. Nothing in The parties hereto are executing this Agreement precludes on the parties or any Nondate set forth in the preamble to this Agreement. By: Name: Title: By: Name: Title: Name: SUMMA EQUITY AB, solely with respect to Section 4.8 By: Name: Title: Knilo InvestCo AS1 [*****] Summa Equity AB [*****] with a copy to (which shall not constitute notice) to: Ropes & Gray LLP [*****] 77,284,718 0 0 O▇▇▇▇ ▇▇▇▇▇, [*****] 208,951 4,745 56,165 C▇▇▇ ▇▇▇▇▇▇▇ [*****] 248,249 7,052 77,474 R▇▇▇▇▇▇ El T▇▇▇▇ [*****] 0 3,026 33,618 H▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ AB (R▇▇▇▇▇▇ El T▇▇▇▇ [*****] 336,370 0 0 I▇▇ ▇▇▇▇▇▇▇▇▇ [*****] 616,544 2,345 23,707 L▇▇▇▇▇▇▇▇ ▇▇▇▇ Technology (U▇▇ ▇▇▇▇▇▇▇▇▇) [*****] 2,909,951 0 0 L▇▇▇▇ ▇▇▇▇▇▇▇-Party Affiliates from exercising any rights▇▇▇▇▇ [*****] 10,433 5,999 47,825 N▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [*****] 133,034 0 51,313 P▇▇▇▇▇ ▇▇▇▇▇▇▇ AS (J▇▇ ▇▇▇▇▇▇) [*****] 153,034 0 123,434 1 Summa Equity AB, indirectly through intermediary funds and nothing in this Agreement shall limit coinvestment entities, is the liability or obligations sole shareholder of any Non-Party Affiliates, in each case under Knilo InvestCo AS. Summa Equity AB has also been designated as the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, sole manager of such intermediary funds and does not alter the scope or application of, Section 9(j)co- investment entities.

Non-Recourse. All Legal Proceedings Each Party agrees that all claims or causes of action (whether in Contract based on contract, equity, tort or in tort, in law or in equityany other theory) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance negotiation execution or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against persons who are Parties to this Agreement (including for the Persons that are expressly identified as 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 hereto or theretoto the Guaranty. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named -98- party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), or the Guaranty shall have any liability (whether in Contract or in tortbased on contract, in law or in equity, tort or based upon any other theory that seeks to impose liability of an entity party against its owners owners, representatives, agents or Affiliates) to any party to this Agreement Affiliates for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; . The Parties waive and each party hereto or thereto waives and releases release all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-Person who is not a named party beneficiaries of this Section 9(n). Nothing in to this Agreement precludes or the parties or any Non-Party Affiliates from exercising any rights, and Guaranty; provided that nothing in this Agreement Section 11.16 shall limit affect the rights of any party hereto under the Ancillary Agreements which shall remain subject to the terms thereof. Notwithstanding anything to the contrary contained herein, the Seller agrees, on behalf of itself, its Subsidiaries and the Commercial Air Group, that none of the Debt Financing Sources shall have any liability or obligations obligation to the Seller, any of any Non-Party Affiliates, in each case under its Subsidiaries or the Merger Commercial Air Group relating to this Agreement or any other agreement to which they are specifically a party of the transactions contemplated herein (including the Debt Financing or an express third party beneficiary thereofany Alternative Financing). This Section 9(n) 11.16 is subject tointended to benefit and may be enforced by the Debt Financing Sources and shall be binding on all successors and assigns of the Seller, its Subsidiaries and does not alter the scope or application of, Section 9(j)Commercial Air Group.

Non-Recourse. All Legal Proceedings Except as set forth in the Equity Commitment Letters and the Limited Guarantee, all claims, obligations, liabilities, or causes of action (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement the Transaction Agreements or the Merger Agreement, or the negotiation, execution, performance or non-performance of this Agreement the Transaction Agreements (including any representation or warranty made in or in, in connection with this Agreement with, or as an inducement to enter into this to, the Transaction Agreements) or the Merger Agreement) , may be made by any party hereto only against (and are expressly limited to) the Persons entities that are expressly identified as parties hereto in the preamble to this Agreement, the Merger Agreement or theretothe other Transaction Agreements, as applicable (“Contracting Parties”). No Other than pursuant to the Equity Commitment Letters and the Limited Guarantee, no Person who is not a named party to this AgreementContracting Party, including any past, present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or representative of, and any financial advisor or lender to, any Contracting Party, or any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney attorney, or Representative representative of, and any financial advisor or lender to, any of any named party to this Agreement that is not itself a named party to this Agreement the foregoing (“Non-Party Nonparty Affiliates”), shall have any liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesgranted by statute) to any party to this Agreement for any obligations claims, causes of action, obligations, or liabilities arising under, out of, in connection with with, or related in any manner to this the Transaction Agreements or the Merger Agreement or for any claim based on, in respect of, or by reason of this the Transaction Agreements or the Merger Agreement or its negotiation their negotiation, execution, performance, or executionbreach; and, to the maximum extent permitted by law, other than in connection with the Equity Commitment Letters and the Limited Guarantee, each party hereto or thereto Contracting Party hereby waives and releases all such liabilities, claims claims, causes of action, and obligations against any such Non-Party Nonparty Affiliates. The parties acknowledge and agree that Notwithstanding anything to the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing contrary in this Agreement precludes (but without limiting (x) the parties obligations of the Lenders to the Buyer and its Affiliates under the Debt Commitment Letters and (y) the rights of the Buyer and its Affiliates under the Debt Commitment Letters), none of the Debt Financing Sources shall have any liability to Seller, any of its Affiliates or any Non-Party Affiliates from exercising any rightsof its or their Representatives relating to, arising out of or in connection with this Agreement, the Debt Financing, the transactions contemplated hereby or thereby or otherwise, whether at Law, or equity, in contract, in tort or otherwise, and nothing in this Agreement none of the Seller, any of its Affiliates or any of its or their Representatives shall limit the liability have any rights or obligations claims of any Non-Party Affiliateskind or description, whether in law, equity, contract, tort or otherwise, against any Debt Financing Source, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application arising out of, Section 9(j)relating to or in connection with this Agreement, any Debt Commitment Letter or the definitive agreements with respect thereto or the transactions contemplated hereby or thereby.

Non-Recourse. All Legal Proceedings (whether in Contract This Agreement may only be enforced against, and any claims or in tort, in law or in equity) causes of action that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may only be made by any party hereto only against the Persons entities that are expressly identified as parties Parties, including entities that become a Party after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to Holdings, and then only with respect to the specific obligations set forth in this Agreement applicable to such Party, and no former, current or future equity holders, controlling Persons, directors, officers, employees, agents or Affiliates of any Party hereto or thereto. No Person who is not a named party to this Agreementany former, including any current or future equityholder, controlling Person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney agent or Representative Affiliate of any named party to this Agreement that is not itself of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesNon‑Recourse Party”), ) shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related of the Parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any Party against the other Party, in no event shall any Party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or its negotiation or execution; and seek to recover monetary damages from, any Non‑Recourse Party. To the extent permitted by Law, each party hereto or thereto Party hereby (a) waives and releases all such liabilitiesclaims, claims causes of action, liabilities and other obligations against any such Non-Recourse Parties, (b) waives and releases any and all claims, causes of action, rights, remedies, demands or actions that may otherwise be available to avoid or disregard the entity form of a Party Affiliates. The parties acknowledge and agree that or otherwise impose the Non-liability of a Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or on any Non-Party Affiliates from exercising any rightsRecourse Party, 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 nothing in this Agreement shall limit the liability or obligations of (c) disclaims any reliance upon any Non-Party AffiliatesRecourse Parties with respect to the performance of this Agreement, and any representation or warranty made in, in each case under the Merger Agreement connection with or any other agreement to which they are specifically a party or as an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)inducement hereto.

Non-Recourse. All Legal Proceedings (whether Notwithstanding anything to the contrary contained in Contract this Agreement, this Agreement may only be enforced against, and any claims or in tort, in law or in equity) causes of action that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) , may only be made by any party hereto only against the Persons entities and persons that are expressly identified as parties hereto or theretoin their capacities as such. No Person who is not a named former, current or future equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party to this Agreement, including or any former, current or future direct or indirect equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partnermanager, stockholder, Affiliate, agent, attorney agent or Representative Affiliate of any named party to this Agreement that is not itself of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesRecourse Party”), ) shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection with this Agreement. 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, or make any claims for breach of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiesagainst, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n)Recourse Party. Nothing in this Agreement precludes the parties or any Non-Party Affiliates Recourse Parties from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party AffiliatesRecourse Party, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) 6.16 is subject to, and does not alter the scope or application of, Section 9(j)6.10.

Non-Recourse. All Legal Proceedings Notwithstanding anything to the contrary in this Agreement, subject only to the rights of the Company under the Equity Commitment Letter and the Confidentiality Agreement, all claims, obligations, liabilities or causes of action (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement or Agreement, the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in, in connection with this Agreement with, or as an inducement to enter into into, this Agreement) or the transactions contemplated by this Agreement may be made by any party hereto only against (and are those solely of) the Persons entities that are expressly identified as parties hereto to this Agreement in the Preamble to this Agreement. Subject to the rights of the Company under the 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 thereto. No Person who is not a named representative of, or any financial advisor or lender to, any party to this Agreement, including Agreement or any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliateaffiliate, agent, attorney or Representative representative of, or any financial advisor or lender to any of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), the foregoing shall have any liability liabilities (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesgranted by statute) to any party to this Agreement for any claims, causes of action, 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 claim 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, of or by reason of this Agreement or its negotiation negotiation, execution, performance or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)breach.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or relate by reason of, be connected with, or related in any manner to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against (and are expressly limited to) the Persons that are expressly identified as parties Parties hereto or theretothereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a named party to this AgreementContracting Party, including any director, officer, employee, incorporator, managing member, general partner, stockholdermanager, shareholder, principal, Affiliate, agent, attorney or Representative of, and any financial advisor or lender to, any of any named party to this Agreement that is not itself a named party to this Agreement the foregoing (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract contract or in tort, in law Law or in equity, or granted by statute or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations or liabilities Liabilities arising under, out of, in connection with or related in any manner to this Agreement or for any claim the Related Agreements or based on, in respect of, or by reason of this Agreement or its negotiation their negotiation, execution, performance or executionbreach; and and, to the maximum extent permitted by Law, each party hereto or thereto Contracting Party waives and releases all such liabilitiesLiabilities, claims and obligations against any such Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. The parties Parties acknowledge and agree that the Non-Non- Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)38.

Non-Recourse. All Legal Proceedings Notwithstanding anything that may be expressed or implied in this Agreement, (a) all claims or causes of action (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to “p▇▇▇▇▇ the corporate veil” or impose liability of an entity against its owners or Affiliates or otherwise) that may be based upon, arise out of or relate to this Agreement or any Ancillary Document, or the negotiation, execution, performance execution or non-performance of this Agreement or any Ancillary Document (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) Agreement or any Ancillary Document), may be made by any party hereto only against (and subject to the Persons terms and conditions hereof or thereof) the entities that are expressly identified as parties hereto or thereto. No (including their successors and permitted assigns) and thereto and (b) no Person who is not a named party to this AgreementAgreement or any Ancillary Document, including without limitation any past, present or future director, officer, employee, incorporator, member, manager, partner, stockholderequityholder, Affiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement or any Ancillary Document (“Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to “p▇▇▇▇▇ the corporate veil” or impose liability of an entity party against its owners or AffiliatesAffiliates or otherwise) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or any Ancillary Document or for any claim based on, in respect of, or by reason of this Agreement or any Ancillary Document or its negotiation or execution; , and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are expressly intended third-as third party beneficiaries of this Section 9(n). Nothing in provision of this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Agreement.

Non-Recourse. All Legal Proceedings (whether a) Each of the following is herein referred to as an “Acquiror Non-Recourse Party”: each of the Affiliates of Acquiror, each of their present, former and future partners, members, equityholders, officers, directors, managers, employees, agents and representatives, and each of the Affiliates and present, former and future partners, members equityholders, officers, director, managers, employees, agents and representatives of any of the foregoing, and each of their respective heirs, executors, administrators, successors and assigns; provided, however, the term Acquiror Non-Recourse Party expressly excludes Acquiror, any Person that is assigned any interest in Contract any of the Transaction Documents, the Subject Interests or the Subject Entities to the extent of such assignment and, after the Closing, the Subject Entities. No Acquiror Non-Recourse Party shall have any liability or obligation to Sellers or their Affiliates (including for these purposes the Subject Entities) of any nature whatsoever in tortconnection with or under this Agreement, in law or in equity) that the transactions contemplated hereby, and Sellers hereby waive and release all claims of any such liability and obligation. Subject to Sellers’ right to specific performance under Section 11.6, this Agreement may only be enforced against, and any dispute, controversy, matter or claim based uponon, arise related to, or arising out of or relate to this Agreement Agreement, or the negotiation, executionperformance, performance or non-performance consummation of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) , may only be made by any party hereto only against brought against, the Persons entities that are expressly identified named as parties hereto or theretoParties, and then only with respect to the specific obligations set forth herein with respect to such Party. No Person who is not a named party Subject to this AgreementSection 11.10, 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 (“each Acquiror Non-Recourse Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any 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 is expressly intended as a third-party beneficiaries beneficiary of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j11.13(a).

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

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or any other document, certificate or instrument delivered pursuant hereto, or the negotiation, execution, performance or non-performance of this Agreement or any other document, certificate or instrument delivered pursuant hereto (including any representation or warranty made in or in connection with this Agreement or any other document, certificate or instrument delivered pursuant hereto or as an inducement to enter into this AgreementAgreement and the other documents delivered pursuant hereto) may be made by any party hereto only against the Persons persons that are expressly identified as parties Parties hereto or thereto. In no event shall any named Party to this Agreement or the other documents delivered pursuant hereto have any shared or vicarious liability for the actions or omissions of any other person. No Person person who is not a named party to this AgreementAgreement or the other documents delivered pursuant hereto, including without limitation any director, officer, employee, incorporator, member, partner, stockholder, Affiliateaffiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or any other document, certificate or instrument delivered pursuant hereto or for any claim based on, in respect of, or by reason of this Agreement or any other document, certificate or instrument delivered pursuant hereto or its negotiation or execution; and each party Party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)8.05.

Non-Recourse. All Legal Proceedings Except in the event of Fraud, this Agreement and the Transaction Documents may only be enforced against, and any claim or suit based upon, arising out of, or related to this Agreement or the Transactions Documents, or the negotiation, execution or performance of this Agreement or the 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 all cases, as limited by the provisions of this Section 9.9). Except in the event of Fraud, no Person who is not a named party to this Agreement or any Transaction Document, including any past, present or future director, manager, officer, employee, incorporator, member, partner, stockholder, member, Affiliate, agent, attorney or representative of Buyer, the Company, Seller or any of their respective Affiliates (each a “Non-Recourse Party”), will have or be subject to any Liability or indemnification obligation (whether in Contract contract or in tort, in law equity or otherwise) under this Agreement or such Transaction Document, it being expressly agreed and acknowledged that except in equity) that may the event of Fraud, no personal Liability whatsoever shall attach to, be based uponimposed on or otherwise be incurred by any Non-Recourse Party for any Liabilities arising under, arise out of in connection with or relate related to this Agreement or the negotiation, execution, performance or non-performance of this Agreement any Transaction Document (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreementany Transaction Document) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or any Transaction Document or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiesLiabilities against any Non-Recourse Parties. Except in the event of Fraud, claims to the maximum extent permitted by applicable law, each Party hereby (a) waives and releases all such claims, causes of action, Liabilities and other obligations against any such Non-Recourse Parties, (b) waives and releases any and all claims, causes of action, rights, remedies, demands or actions that may otherwise be available to avoid or disregard the entity form of a Party Affiliates. The parties acknowledge and agree that or otherwise impose the Liability of a Party on any 60 Non-Party Affiliates are intended third-party beneficiaries Recourse Party, whether granted by Legal Requirements or based on theories of this Section 9(n). Nothing in this Agreement precludes equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the parties veil, unfairness, undercapitalization or otherwise, and (c) disclaims any reliance upon any Non-Recourse Party Affiliates from exercising with respect to the performance of this Agreement, the other Transaction Documents and any rights, and nothing in this Agreement shall limit the liability representation or obligations of any Non-Party Affiliateswarranty made in, in each case under the Merger Agreement connection with or any other agreement to which they are specifically a party as an inducement hereto or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)thereto.

Non-Recourse. All Legal Proceedings Except as set forth in any Ancillary Agreement (whether in Contract or in tortand then only with respect to the entities expressly named as parties therein and then only with respect to the specific obligations of such Party set forth therein), in law or in equity(a) that this Agreement and the Ancillary Agreements may be enforced only against, and any action, legal proceeding or claim based upon, arise arising out of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party related to this Agreement, including any the Ancillary Agreements or the transactions contemplated hereby and thereby may be brought only against, the entities that are expressly named as parties and then only with respect to the specific obligations set forth herein with respect to such Party and (b) with respect to each Party, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliateshareholder, agent, attorney attorney, advisor, lender or Representative representative or affiliate of any such named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract contract or in tort, in at law or in equityequity or otherwise, or based upon any theory that seeks to impose liability of an entity party Party against its owners or Affiliatesaffiliates) to any party to this Agreement for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of such named Party or for any action, legal proceeding or claim based on, arising under, in connection with out of or related to this Agreement Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby. The provisions of this Section 10.15 are intended to be for any claim based on, in respect the benefit of, or and enforceable by reason of the directors, officers, employees, incorporators, members, partners, stockholders, agents, attorneys, advisors, lenders and other representatives and affiliates referenced in this Agreement or its negotiation or execution; Section 10.15 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 Person shall be a third-party beneficiaries beneficiary of this Section 9(n)10.15. Nothing Each Seller agrees that it shall not have any claim of any kind ("Claim") to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in this Agreement precludes the parties future. In the event that the Sellers or any Non-Party Affiliates from exercising of them shall have any rightsClaim against Hunter Maritime under this Agreement, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement MOAs or any other agreement to which they are specifically a party Ancillary Agreement, such person or an express third party beneficiary thereof. This Section 9(n) is subject to, entity shall pursue such Claim solely against Hunter Maritime and does its assets outside the Trust Account and not alter against any property or monies in the scope or application of, Section 9(j)Trust Account.

Non-Recourse. (a) All Legal Proceedings Actions (whether in Contract or contract, in tort, in law under statute or in equity) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equityotherwise, or based upon any theory that seeks to impose liability of an entity party 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 Ancillary Agreements, (ii) the negotiation, execution or performance of this Agreement or any Ancillary Agreement (including any representation or warranty made in connection with, or as inducement to enter into, this Agreement), (iii) any breach or violation of this Agreement or the Ancillary Agreements and (iv) any failure of the transactions contemplated by this Agreement or the Ancillary Agreements to be consummated, in each case of clause (i), clause (ii), clause (iii) and clause (iv), may be 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 of such Persons set forth herein or therein. No Person who is not a named party to this Agreement for or any obligations Ancillary Agreement, including any Related Parties of any such party to this Agreement or liabilities any Ancillary Agreement (each, a “Non-Party Affiliate”) shall have any liability (whether in contract, in tort, under statute or otherwise or based upon any theory that seeks to impose liability of an entity against its owners or Affiliates) arising underout of, in connection with or related in any manner to this Agreement or for any claim based onthe items in the immediately preceding clause (i), in respect ofclause (ii), or clause (iii) and clause (iv). To the maximum extent permitted by reason of this Agreement or its negotiation or execution; and applicable Law, each party hereto or thereto waives and releases all such liabilities, claims and obligations Actions against any such Non-Party AffiliatesAffiliate. The For the avoidance of doubt, the parties hereto acknowledge and agree that the Non-Party Affiliates referred to herein are intended third-party beneficiaries of this Section 9(n9.24(a). Nothing . (b) The parties knowingly, willingly, irrevocably and expressly acknowledges and agrees that the agreements contained in this Section 9.24 are an integral part of the transactions contemplated by this Agreement precludes and that, without the agreements set forth in this Section 9.24, the parties or any Non-Party Affiliates from exercising any rights, and nothing in would not enter into this Agreement shall limit or otherwise agree to consummate the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)transactions contemplated hereby.

Non-Recourse. All Legal Proceedings 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 Ancillary Documents, or the negotiation, execution, performance execution or non-performance of this Agreement or the Ancillary Documents (including any representation or warranty made in or in connection with this Agreement or the Ancillary Documents or as an inducement to enter into this Agreement) Agreement or the Ancillary Documents), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or and thereto. No Except in the case of Fraud committed by a party, no Person who is not a named party to this AgreementAgreement or the Ancillary Documents, including any directorpast, officer, employee, present or future incorporator, member, partner, stockholder, Affiliateequityholder, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or the Ancillary Documents (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or such Ancillary Documents (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or its such Ancillary Documents (as the case may be) or the negotiation or execution; execution hereof or thereof, and each party hereto or thereto waives and releases all such liabilities, claims and obligations liabilities against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are expressly intended as third-party beneficiaries of this Section 9(n)provision of this Agreement. Nothing Notwithstanding anything to the contrary in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rightsSection 11.17, and nothing in this Agreement Section 11.17 shall be deemed to limit any liabilities of the liability Guarantor under Article 12 (or obligations limit any remedies available to the Company or Blocker Corp thereunder or with respect thereto) or serve as a waiver of any Non-Party Affiliates, in each case under right on the Merger Agreement part of the Company or Blocker Corp to initiate any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject Claims permitted pursuant to, and does not alter the scope or application of, Section 9(j)in accordance with Article 12.

Non-Recourse. All Legal Proceedings (whether in Contract Anything herein or in tortany other Transaction Document to the contrary notwithstanding, in law or in equity) that may be based upon, arise out the obligations of or relate to the Borrower under this Agreement and each other Transaction Document to which the Borrower is a party, and any certificate, notice, instrument or document delivered pursuant hereto or thereto, are obligations solely of the negotiationBorrower and do not constitute a debt or obligation of (and no recourse shall be made with respect to) the Parent or any of their respective Affiliates (other than the Loan Parties), executionor any shareholder, performance partner, member, officer, director or nonemployee of the Parent or such Affiliates (collectively, the “Non‑Recourse Parties”), except as hereinafter set forth in this Section or as expressly provided in any Transaction Document to which such Non-performance of this Agreement (including any representation or warranty made in Recourse Party is a party. No action under or in connection with this Agreement or as an inducement any other Financing Document to enter into this Agreement) may which the Borrower is a party shall be made brought against any Non-Recourse Party, and no judgment for any deficiency upon the obligations hereunder or thereunder shall be obtainable by any party hereto only Secured Party against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Recourse Party. For the avoidance of doubt, it is expressly understood and agreed that nothing contained in this Section shall have in any liability manner or way (whether in Contract i) restrict the remedies available to any Agent or in tort, in law Lender to realize upon the Collateral or in equityunder any Transaction Document, or based upon constitute or be deemed to be a release of the obligations secured by (or impair the enforceability of) the Liens and security interests and possessory rights created by or arising from any theory that seeks Financing Document or (ii) release, or be deemed to impose release, any Non-Recourse Party from liability for its own fraudulent actions, gross negligence or willful misconduct or from any 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 under any Transaction Document 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 which such Non-Recourse Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically is a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)party.

Non-Recourse. All Legal Proceedings claims (whether in Contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto or any third party beneficiary of any relevant provision hereof only against the Persons that are expressly identified as parties hereto or theretohereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholderdirector or indirect equityholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n)5.21. Nothing in The parties hereto are executing this Agreement precludes on the parties or any Non-Party Affiliates from exercising any rights, and nothing date set forth in the preamble to this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Agreement.

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in at law or in equity) that may be based upon, arise out of or relate to this Agreement or the Related Agreements, or the negotiation, execution, performance execution or non-performance of this Agreement or the Related Agreements (including any representation or warranty made in or in connection with this Agreement or the Related Agreements or as an inducement to enter into this AgreementAgreement or the Related Agreements) may be made by any party hereto only against the Entities or Persons that are expressly identified as parties Parties hereto or and thereto. No Person who is not Except to the extent named as a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party Party to this Agreement that is not itself a named party or any Related Agreements (then only to the extent of the specific obligations of such Parties set forth in this Agreement (“Non-Party Affiliates”or such Related Agreements), no Affiliate of Parent or the Company shall have any liability Liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability Liability of an entity Entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities Liabilities arising under, in connection with or related to this Agreement or such other Related Agreement or any transactions contemplated hereby or thereby or for any claim based on, in respect of, or by reason of this Agreement or its such other Related Agreement (as the case may be), the transactions contemplated hereby and thereby or the negotiation or executionexecution hereof or thereof; and each party Party hereto or thereto waives and releases all such liabilitiesLiabilities, claims and obligations against any such Non-Party AffiliatesAffiliate of the Company or Parent. The parties acknowledge Affiliates of the Company and agree that the Non-Party Affiliates Parent are expressly intended third-as third party beneficiaries of this provision of this Section 9(n)9.17. Nothing in For the avoidance of doubt, this Agreement precludes Section 9.17 shall not limit any remedies available to any Person under the parties or any Non-Party Affiliates from exercising any rightsDisclosure Agreement, and nothing in this Agreement shall limit or against Parent or the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Company.

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