Common use of Non-Recourse Clause in Contracts

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

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

Non-Recourse. All Legal Proceedings (whether 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 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 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 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 or any representation of its Subsidiaries may assert in accordance with the Guarantees, the Equity Commitment Letters or warranty made the Confidentiality Agreement. Except as set forth in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by , the Guarantees, the Equity Commitment Letters or the Confidentiality Agreement, no former, current or future officers, employees, directors, partners, direct or indirect 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 the transactions contemplated by this Agreement 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 contemplated by this Agreement 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 express terms of the Guarantees, the Equity Commitment Letters or the Confidentiality Agreement.

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

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

Non-Recourse. All Legal Proceedings 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 Transaction Documents or the negotiation, execution, performance or non-performance of this Agreement or the Transaction Documents (including any representation or warranty made in or in connection with this Agreement Agreement, the Transaction Documents or as an inducement to enter into this AgreementAgreement or the Transaction Documents) may be made by any party hereto or thereto or any express third party beneficiary of any relevant provision hereof or thereof only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this AgreementAgreement or the Transaction Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the Transaction Documents (“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 Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement Agreement, the Transaction Documents or its their negotiation or execution; and each party hereto or thereto waives and releases releases, on behalf of itself and in the case of Company, Company Related Parties, and in the case of Parent, Parent Related Parties, all such liabilities, claims and obligations against any such Non-Party Affiliates; it being understood that the foregoing shall not restrict any claims that the Company may assert pursuant to the terms and conditions of the Confidentiality Agreement or the rights of the Company as an express third party beneficiary under the Equity Commitment Letter pursuant to the terms and conditions of the Equity Commitment Letter. Nothing in this Section 11.14, (a) precludes the parties or express third party beneficiaries from exercising any rights under this Agreement or any other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (b) limits the liability of any Non-Party Affiliates under this Agreement or any other Transaction Document to which they are specifically a party. This Section 11.14 is subject to, and does not alter the scope or application of, Section 11.13. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 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 (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 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 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. 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 (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 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 proceedings (whether in Contract contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) ), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto hereto. Other than for claims for common law fraud under the laws of the State of Delaware committed with the intent to deceive, each party hereby acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, the former, current or thereto. No Person who is not a named party to this Agreementfuture direct or indirect equityholders, including directors, officers, employees, incorporators, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners or assignees of the Shareholders or any former, current or future direct or indirect equityholder, director, officer, employee, incorporator, agent, attorney, representative, general or limited partner, member, partner, stockholdermanager, Affiliate, agent, attorney assignee or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement of the foregoing (collectively, the “Non-Party AffiliatesRecourse Parties”), except in each case to the extent any such Person is itself a party hereto (in which case such Person shall have not be a Non-Recourse Party as to its own obligations under this Agreement), through the Shareholders or otherwise, whether by or through attempted piercing of the corporate, partnership, limited partnership or limited liability company veil, by or through a claim by or on behalf of Parent or Merger Sub against any liability (whether in Contract Non-Recourse Party by the enforcement of any assessment or in tortby any legal or equitable action, in law or in equityby virtue of any Law, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; otherwise and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party AffiliatesRecourse Party. The parties acknowledge and agree In the event that the Non-Party Affiliates are intended third-party beneficiaries any provision of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically provides that a party hereto shall cause its Affiliates and/or Representatives to take any action (or an express third refrain from taking any action) or otherwise purports to be binding on such party’s Affiliates and/or representatives, such party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope shall be liable for any breach of such provision by any such Affiliate or application of, Section 9(j)Representative.

Non-Recourse. All Legal Proceedings (whether in Contract 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 document delivered pursuant hereto or thereto, are obligations solely of such Loan Party and do not constitute a debt, liability or obligation of (and no recourse shall be made with respect to) any of their respective Affiliates (other than: (x) any Subsidiaries of Tellurian who have pledged assets as security for the negotiationObligations (but only to the extent of such pledged assets); (y) the Loan Parties; or (z) Tellurian), executionor any shareholder, performance partner, member, officer, director or nonemployee of Tellurian or such Affiliates (collectively, the “Non-performance of this Agreement (including any representation or warranty made in Recourse Parties”). 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-Recourse Party Affiliates”(except as set forth above). Notwithstanding any of the foregoing, 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 Financing 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 willful misrepresentation, 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 Financing 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 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 (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 (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 (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 contemplated hereby may only be brought against, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons entities that are expressly identified named as parties hereto or theretohereto, 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 to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), including any (a) no past, present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, attorney attorney, advisor or Representative representative, or any of their respective assignees or successors, of any named party to this Agreement that is not itself a named party to this Agreement and (“Non-Party Affiliates”)b) no past, present or future director, officer, employee, incorporator, member, general or limited partner, stockholder, controlling Person, direct or indirect equityholder, manager, Affiliate, affiliated (or commonly advised) fund, agent, attorney, advisor or representative, or any of their respective assignees or successors, of any of the foregoing shall have any liability (whether in Contract or in contract, tort, in law equity or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) to any party to this Agreement for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities arising underof any one or more of the Company, in connection with SPAC, Pubco or related to Merger Sub under this Agreement of or for any claim based on, in respect arising out of, or by reason of related to this Agreement Agreement, any Ancillary Agreements or its negotiation the transactions contemplated hereby or execution; and each party hereto or thereto waives and releases all such liabilitiesthereby. Notwithstanding anything to the contrary contained herein, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement Section 11.14 shall limit any Person’s right to enforce, or to bring any claim or cause of action based upon, arising out of or related to, any Ancillary Agreement against the liability or obligations of any Non-Party Affiliates, in each case under Sponsor to the Merger Agreement or any other agreement to which they are specifically extent the Sponsor 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)to such Ancillary 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 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 in Contract Except with respect to any Fraud Claim, this Agreement may only be enforced against, and any claim or in tort, in law or in equity) that may be cause of action based upon, arise arising out of of, or relate related to this Agreement or the negotiationtransactions contemplated hereby may only be brought against, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons entities that are expressly identified named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party; provided, however, that nothing herein shall limit the rights and remedies of (i) Seller and its Affiliates under the Confidentiality Agreement, or thereto(ii) the parties thereto under the Ancillary Agreements. No Person who is not Except with respect to any Fraud Claim and without limiting Seller’s rights and remedies under the Confidentiality Agreement or the rights and remedies of the parties thereto under the Ancillary Agreements, 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), including any (x) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor or Representative representative or Affiliate of any named party to this Agreement that is not itself a named party to this Agreement and (“Non-Party Affiliates”)y) no past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in Contract or in contract, tort, in law equity or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesotherwise) to any party to this Agreement for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities arising underof any one or more of Seller, in connection with the Company or related to Buyer under this Agreement (whether for indemnification or otherwise) 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 liabilitiesthe transactions contemplated hereby, 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 except as expressly set forth in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)Agreement.

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

Non-Recourse. All Legal Proceedings claims or causes of action (whether in Contract contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or relate by reason of, be connected with, or related in any manner to this Agreement or the negotiationother transaction documents to which Sellers are party, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against (and are expressly limited to) the Persons that are expressly identified as parties hereto or theretothereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a named party to this AgreementContracting Party, including any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or Representative of representative of, and any named party to this Agreement that is not itself a named party to this Agreement financial advisor or Debt Financing Source Related Party to, any Contracting Party (other than another Contracting Party) (“Non-Party Affiliates”), shall have any liability Liability (whether in Contract contract or in tort, in law or in equity, or granted by statute or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any claims, causes of action, obligations or liabilities Liabilities arising under, out of, in connection with or related in any manner to this Agreement or for any claim the Ancillary Agreements or based on, in respect of, or by reason of this Agreement or its negotiation the Ancillary Agreements or their negotiation, execution, performance or breach; and and, to the maximum extent permitted by Law, each party hereto or thereto Contracting Party waives and releases all such liabilitiesLiabilities, claims and obligations against any such Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or the other transaction documents to which Sellers are party or any representation or warranty made in, in connection with, or as an inducement to this Agreement or the Ancillary Agreements. The parties Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n)10.7. Sellers covenant and agree that they shall not institute any Action (whether based in contract, tort, fraud, strict liability, other laws or otherwise) arising under or in connection with, this Agreement, the Debt Commitment Letters or the transactions contemplated hereby or thereby against the Debt Financing Source Related Parties and that the Debt Financing Source Related Parties shall not have any liability or obligations (whether based in contract, tort, fraud, strict liability, other laws or otherwise) to Sellers arising out of or relating to this Agreement, the Debt Commitment Letters or the transactions contemplated hereby or thereby. Nothing in this Agreement precludes (including this Section 10.7) will limit the rights of the parties to the Equity Commitment Letters (or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically a party or Company as an express intended third party beneficiary of the Equity Commitment Letters to the extent set forth therein) but subject to the terms and conditions thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).

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

Non-Recourse. All Legal Proceedings (whether 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 (“Affiliates” for purposes of the definition of “Parent Non-Recourse Party” to include the portfolio companies of investment funds advised or managed by a Parent Party or any of their respective Affiliates), 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 Without limiting Section 9.13 and except in Contract or in tortthe case of Fraud, in law or in equity) that this Agreement may only be enforced against, and any Proceeding based upon, arise arising out of of, or relate related to this Agreement Agreement, the other Transaction Documents, or the transactions contemplated hereby or thereby, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation Agreement, the other Transaction Documents, or warranty made the transactions contemplated hereby or thereby may only be brought against, 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 each case, the Persons that are expressly identified named as parties hereto or theretothereto and then only with respect to the specific obligations set forth in this Agreement or the other Transaction Documents with respect to such Person. No Except in the case of Fraud, no Related 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 or any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”), or such Transaction Document) shall have any liability Liability (whether in Contract or in contract, tort, or statute or at law, 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 obligations or liabilities Liabilities of such Party arising under, in connection with or related to this Agreement Agreement, the other Transaction Documents, or the transactions contemplated hereby or thereby, or for any claim based on, in respect of, or by reason of, the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 9.15 shall limit any Liability of the Parties for breaches of the terms and conditions of this Agreement or its negotiation or execution; and any other Transaction Document to which such Person is a party. To the extent permitted by Law, except in the case of Fraud, each party hereto or thereto Party hereby (a) waives and releases all such liabilitiesclaims, claims causes of action, Liabilities and other obligations described in this Section 9.15 against any such Non-Related Person of any 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 of their respective Affiliates from exercising any rights(unless such Affiliate is expressly a party to this Agreement), and nothing in this Agreement shall limit (b) waives and releases any and all Claims that may otherwise be available to avoid or disregard the liability entity form of a Party or obligations otherwise impose the Liability of a Party on any Related Person of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement), whether granted by Law or an express third party beneficiary thereofbased on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).[SIGNATURE PAGES FOLLOW]

Non-Recourse. All Legal Proceedings Except to the extent expressly set forth in this commitment letter or any document or instrument delivered in connection herewith, and notwithstanding the fact that each of the Trident VII Funds is a limited partnership, by its acceptance of the benefits of this commitment letter, Trident Pine 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 VII Funds 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 the Trident VII Funds pursuant to this commitment letter shall be the sole and agree that exclusive remedy of Trident Pine, Parent, Merger Sub and all of their respective Affiliates against the Trident VII Funds and the other Non-Party Affiliates Recourse Parties (other than Trident Pine pursuant to the Trident Pine Equity Commitment Letter) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the Transactions. Notwithstanding the Parent’s and the Company’s rights as third party beneficiary hereunder as contemplated by Section 11 hereof, each of Parent and the Company is subject to this Section 12 hereof to the same extent as Trident Pine. 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 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 “▇▇▇▇▇▇ 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 “▇▇▇▇▇▇ 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 The parties acknowledge that (whether in Contract i) no direct or in tortindirect equity holder or lender of any party, in law (ii) no member of any board of managers or in equity) that may be based upon, arise out special committee of or relate to this Agreement or the negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made by any party hereto only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named any Affiliate of any party to this Agreementand (iii) no past, including any present or future director, officer, committee member, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney partner or Representative direct or indirect equity holder or lender of any named party (such Persons described in clauses (i)-(iii) above, the “Non-Recourse Parties”) is a party to this Agreement or, except as expressly contemplated therein as parties thereto, any Ancillary Agreement. The parties further acknowledge that is not itself a named party to this Agreement (“none of the Non-Party Affiliates”)Recourse Parties, whether individually or collectively, shall have any liability (whether in Contract whatsoever of any kind or in tort, in law or in equity, or based upon description for any theory that seeks to impose liability Liabilities of an entity party against its owners or Affiliates) to any party to under this Agreement for or, except as expressly contemplated therein as parties thereto, any obligations or liabilities arising under, in connection with or related to this Ancillary Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or thereby. Accordingly, the parties hereby agree that in the event (a) there is any alleged breach or alleged default or breach or default by any party under this Agreement or any of the Ancillary Agreements or (b) any party has or may have any Claim arising from or relating to the terms of this Agreement or its negotiation any Ancillary Agreement, no party shall, or execution; and each party hereto shall have any right to, commence any proceedings or thereto waives and releases all such liabilities, claims and obligations otherwise seek to impose any Liability whatsoever of any kind or description on or against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries Recourse Parties, whether collectively or individually, by reason of this Section 9(n). Nothing in this Agreement precludes such alleged breach, default or claim, except and only to the parties or any extent that a Non-Recourse Party Affiliates from exercising any rights, and nothing is expressly contemplated in this an Ancillary Agreement shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or any other agreement to which they are specifically as a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)to such Ancillary Agreement.

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 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 K-Z Evergreen is a limited liability company, 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 K-Z Evergreen 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 K-Z Evergreen 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 K-Z Evergreen, the Family Stockholders (other than pursuant to the Family 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 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 in Contract or in tortThis Agreement may only be enforced against, in law or in equity) that may be and any Claim based upon, arise arising under, out of of, or relate in connection with, or related in any manner to this Agreement or the negotiation, execution, performance or non-performance transactions contemplated hereby may only be brought against the entities that are expressly named as Parties in the preamble of this Agreement (including any representation or warranty made in or in connection collectively, 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, officerpresent or future Representative, Affiliate, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney partner or Representative stockholder of any named party to this Agreement that is not itself 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 obligations or liabilities Claim 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 liabilities, claims and obligations Claims against any such Non-Nonparty Affiliates, (b) each Contracting Party Affiliates. The parties acknowledge hereby waives and agree releases any and all Claims that may otherwise be available to avoid or disregard the Non-entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (c) each Contracting Party disclaims any reliance upon any Nonparty Affiliates are intended third-party beneficiaries with respect to the performance of this Section 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 this Agreement. Notwithstanding the foregoing, nothing herein shall limit any rights that Beyond6 has under the express terms of the Limited Guaranty 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)Equity Commitment Letter.

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 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) the Transactions, may only be made by any party hereto only against the entities and Persons that are expressly identified as parties hereto Parties herein in their capacities as such and 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 Liability for any obligations or liabilities arising under, in connection with or related Liabilities 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 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 herein shall limit the liability or obligations of any Non-Recourse Party Affiliatesunder any Ancillary Agreement to which such Non-Recourse Party is party, even if the basis for obligations thereunder relate to or arise from obligations hereunder. Without limiting the rights of any party against the other Parties hereto, in each case under the Merger Agreement no event shall any party or any other agreement of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. Notwithstanding the foregoing, this Section 11.07 shall not apply to Section 11.01, which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter shall be enforceable by the scope or application of, Section 9(j)Securityholder Representative in its entirety against the Securityholders.

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

Non-Recourse. All Legal Proceedings (whether in Contract 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 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 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. No 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, 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 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 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 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)11.16.

Non-Recourse. All Legal Proceedings Actions (whether in Contract contract or in tort, in law Law or in equity, or granted by statute) that may be based upon, in respect of, arise 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) Transactions may be made by any party hereto only against (and are expressly limited to) the Persons that are expressly identified as parties hereto or theretoParties (the “Contracting Parties”). No Person who is not a named party to this AgreementContracting Party, including any director, officer, employee, incorporator, member, partner, stockholdermanager, equityholder, Affiliate, agent, attorney or Representative of of, or any named party to this Agreement that is not itself financial advisor or lender to, a named party to this Agreement Contracting Party (“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 Actions, obligations or liabilities Liabilities arising under, out of, in connection with or related in any manner to this Agreement or for any claim the Transactions or based on, in respect of, or by reason of this Agreement (or its negotiation the negotiation, execution, performance or executionbreach thereof) or the Transactions; and and, to the maximum extent permitted by Law, each party hereto or thereto Contracting Party waives and releases all such liabilitiesLiabilities, claims and obligations against any such Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose Liability of a Contracting Party on any Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (b) each Contracting Party disclaims any reliance upon any Non-Party Affiliates with respect to the performance of this Agreement or the Transactions 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-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)‎Section 9.13.

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 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, 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, 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 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, 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 this Agreement. Notwithstanding the foregoing, nothing in this Section 11.13 shall limit in any way the obligations of the Equity Sponsor under the Equity Commitment Letter or an express third Seller’s third-party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)specific performance rights thereunder.

Non-Recourse. (a) All Legal Proceedings Claims (whether in Contract contract or in tort, in at law or in equity) that may be based upon, arise out of or relate to this Agreement or the 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 AgreementAgreement or the other Ancillary Documents) may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or and thereto and that are signatories hereto and thereto. No Person who is not Except to the extent named as a named party and to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party the extent a signatory to this Agreement that is not itself a named party or any other Ancillary Document (then only to the extent of the specific obligations of such parties set forth in this Agreement (“Non-Party Affiliates”or such other Ancillary Document), no Purchaser Related Party or Seller Related Party shall have any liability Liability (whether in Contract contract or in tort, in law Law or in equity, or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement for any obligations or liabilities Liabilities arising under, in connection with or related to this Agreement or such other Ancillary Document or any transactions contemplated hereby or thereby or for any claim based on, in respect of, or by reason of this Agreement or its such other Ancillary Document (as the case may be), the transactions contemplated hereby and thereby or the negotiation or executionexecution hereof or thereof; and each party hereto or thereto waives and releases all such liabilitiesLiabilities, claims and obligations against any such Non-Purchaser Related Party Affiliatesor Seller Related Party. The parties acknowledge Purchaser Related Parties and agree that the Non-Party Affiliates Seller Related Parties are expressly intended as third-party beneficiaries of this provision of this Section 9(n). Nothing 10.17. (b) Without limiting clause (a) above, and without limiting any rights Purchaser may have against any Debt Financing Source under the Debt Financing Commitment Letter, notwithstanding anything to the contrary in this Agreement precludes Agreement, no Debt Financing Source shall have any Liability to Seller, the parties Seller Related Parties, the Group Companies or any Non-Party of their respective Affiliates from exercising for any rightsobligations or Liabilities of Purchaser or for any claim (whether at law or in equity, and nothing 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 Target Companies’ rights in Section 6.23(b), in no event shall Seller, the Seller Related Parties, the Group Companies or any of their respective Affiliates (i) seek to enforce this Agreement shall limit against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Debt Financing Source or (ii) seek to enforce the liability Debt Financing or the Debt Financing Commitment Letter against, make any claims for breach of the Debt Financing or the Debt Financing Commitment Letter against, or seek to recover monetary damages from, or otherwise ▇▇▇, any Debt Financing Source for any reason, including in connection with the Debt Financing or the Debt Financing Commitment Letter or the 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. (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, the Company Transfer Agreements or the Ancillary Agreements, (ii) the negotiation, execution or performance of this Agreement, any Company Transfer 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, the Company Transfer Agreements or the Ancillary Agreements and (iv) any failure of the transactions contemplated by this Agreement, the Company Transfer Agreements or the Ancillary Agreements to be consummated, in each case, may be brought only against (and are those solely of) the Persons that are expressly named as Parties, as applicable, and then only to the extent of the specific obligations of such Persons set forth herein or therein. Notwithstanding the foregoing sentence, any claim brought in connection with the agreements evidencing the Reorganization shall be between the Parties regardless of the named party to any such agreements. No Person who is not a named Party to this Agreement, any Company Transfer Agreement or any Ancillary Agreement, including any Related Parties of any such party to this Agreement, any Company Transfer Agreement for or any obligations Ancillary Agreement (each, a “Non-Party Affiliate”), shall have any liability (whether in contract, in tort, under statute or liabilities 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 clauses (i) through (iv). To the maximum extent permitted by applicable Law, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto Party waives and releases all such liabilities, claims and obligations Actions against any such Non-Party AffiliatesAffiliate. The parties For avoidance of doubt, the Parties acknowledge and agree that the Non-Party Affiliates referred to herein are intended third-third party beneficiaries of this Section 9(n10.23(a). Nothing . (b) Each Party knowingly, willingly, irrevocably and expressly acknowledges and agrees that the agreements contained in this Section 10.23 are an integral part of the transactions contemplated by this Agreement precludes and that, without the parties or any Non-Party Affiliates from exercising any rights, and nothing agreements set forth in this Agreement shall limit the liability or obligations of any Non-Section 10.23, each Party Affiliates, in each case under the Merger would not enter into this Agreement or any other agreement otherwise agree 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 consummate the scope or application of, Section 9(j)transactions contemplated hereby.

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, 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 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 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 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 (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 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 Transaction Documents or the negotiation, execution, performance or non-performance of this Agreement or the Transaction Documents (including any representation or warranty made in or in connection with this Agreement Agreement, the Transaction Documents or as an inducement to enter into this AgreementAgreement or the Transaction Documents) may be made by any party hereto or thereto or any third party beneficiary of any relevant provision hereof or thereof only against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this AgreementAgreement or the Transaction Documents, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement or any of the Transaction Documents and the Debt Financing Sources (“Non-Party Affiliates”), shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement Agreement, the Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement 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 Affiliates; it being understood that the foregoing shall not restrict any claims that the Company may assert against the Investors, if, as and when required pursuant to the terms and conditions of the Limited Guarantee or the rights of the Company as an express third party beneficiary under the Equity Commitment Letter pursuant to the terms and conditions of the Equity Commitment Letter. Nothing in this Section 11.15 (i) precludes the parties or express third party beneficiaries from exercising any rights under this Agreement or any other Transaction Document to which they are specifically a party or an express third party beneficiary thereof or (ii) limits the liability or obligations of any Non-Party Affiliates under this Agreement or any other Transaction Document to which they are specifically a party. This Section 11.15 is subject to, and does not alter the scope or application of, Section 11.14. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 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)11.15.

Non-Recourse. All Legal Proceedings claims or causes of action (whether based in Contract or in contract, tort, in fraud, strict liability, other laws or otherwise, at law or in equity) that may be based upon, arise out of or relate to this Agreement Agreement, or the negotiation, execution, performance execution or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) ), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto in the introduction to this Agreement (or theretotheir respective successors or assignees). No Person person who is not a named party to this Agreement, including without limitation any past, present or future director, officer, employee, incorporator, member, partner, stockholderequityholder, Affiliateaffiliate, agent, attorney or Representative representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Agreement, shall have any liability (whether in Contract contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliatesaffiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; . The Purchaser (on behalf of itself, each other Purchaser Related Party and each party hereto any of their respective successors, heirs or thereto waives representatives) covenants and releases all such liabilitiesagrees that it shall not institute, claims and obligations shall cause its representatives and affiliates not to bring, make or institute any action, claim, proceeding (whether based in contract, tort, fraud, strict liability, other laws or otherwise, at law or in equity) arising under or in connection with this Agreement or any of the transactions contemplated hereby or thereby against any of the Blackstone Related Parties and that none of the Blackstone Related Parties shall have any liability or obligations (whether based in contract, tort, fraud, strict liability, other Laws or otherwise) to the Purchaser or any other Purchaser Related Party or any of their respective successors, heirs or representatives (or any person claiming by, through or on behalf of the Purchaser or any other Purchaser Related Party) thereof arising out of or relating to this Agreement or any of the transactions contemplated hereby or thereby. Without limiting the generality of the foregoing, to the maximum extent permitted under applicable law (and subject only to the specific contractual provisions of this Agreement), the Purchaser (on behalf of itself, each other Purchaser Related Party, any person claiming by, through or on behalf of the Purchaser or any other Purchaser Related Party, and any of their respective successors, heirs or representatives) hereby waives, releases and disclaims any and all rights in respect of any such Non-Party Affiliatesactions, claims, proceedings, obligations and liabilities against the Blackstone Related Parties. The parties acknowledge and agree that For the Non-Party Affiliates are intended third-party beneficiaries purpose of this Section 9(n). Nothing in this Agreement precludes 4.14, (i) “Purchaser Related Party” shall mean the parties Purchaser and each of its former, current or any Non-Party Affiliates from exercising any rightsfuture general or limited partners, parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and nothing in this Agreement their present and former directors, officers, members, employees, agents, attorneys, representatives, successors, beneficiaries, heirs and assigns and (ii) “Blackstone Related Party” shall limit the liability or obligations of any Non-Party Affiliates, in mean each case under the Merger Agreement or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject toSeller, and does not alter the scope any of their respective former, current, or application offuture general or limited partners, Section 9(j)stockholders, managers, members, directors, officers, affiliates, employees, agents, attorneys or other representatives, successors, beneficiaries, heirs and assigns.

Non-Recourse. All Legal Proceedings 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 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 101 Bakersfield Refinery - HoldCo Credit Agreement Financing Document to which each Loan Party is a party, and any certificate, notice, instrument or the negotiationdocument delivered pursuant hereto or thereto, executionare obligations solely of such Loan Party and do not constitute a debt, performance liability or non-performance obligation of this Agreement (and no recourse shall be made with respect to) any of their respective Affiliates (including Sponsor and its Affiliates (other than any representation Loan Party)), or warranty made in any shareholder, partner, member, officer, director or employee of the Loan Parties or such Affiliates (collectively, the “Non-Recourse Parties”), except that the foregoing shall not limit the obligations or liabilities of any Non-Recourse Party under any Financing Document to which such Non-Recourse Party is a party. No action under or in connection with this Agreement or as an inducement any other Financing Document to enter into this Agreement) may which each Loan Party is a party shall be made brought against any Non-Recourse Party, and no judgment for any deficiency upon the obligations hereunder or thereunder shall be obtainable by any party hereto only Secured Party against the Persons that are expressly identified as parties hereto or thereto. No Person who is not a named party to this Agreement, including any director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party to this Agreement that is not itself a named party to this Agreement (“Non-Party Affiliates”)Recourse Party, except that the foregoing shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any not limit the obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. The parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(n). Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall limit the liability or obligations of any Non-Recourse Party Affiliates, in each case under the Merger Agreement or any other agreement Financing Document to which they are specifically such Non-Recourse Party is a party party. Notwithstanding any of the foregoing, it is expressly understood and agreed that nothing contained in this Section shall in any manner or an express third party beneficiary thereof. This Section 9(nway (i) restrict the remedies available to any Agent or Lender to realize upon the Collateral or under any Financing Document, or constitute or be deemed to be a release of the obligations secured by (or impair the enforceability of) the Liens and security interests and possessory rights created by or arising from any Financing Document or (ii) release, or be deemed to release, any Non-Recourse Party from liability for its own willful misrepresentation, fraudulent actions, gross negligence or willful misconduct or from any of its obligations or liabilities under any Financing Document to which such Non-Recourse Party is subject to, and does not alter the scope or application of, Section 9(j)a party.

Non-Recourse. All Legal Proceedings 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 (whether in Contract a) This Agreement may only be enforced against the Parties and the Affiliate Guarantors (subject to the terms, conditions and other limitations set forth herein). Subject to the limitations contained herein, (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 may be made only against the Parties and the Affiliate Guarantors and (ii) except for any express obligations hereunder or the negotiationunder another Transaction Document, execution, performance no Seller Related Party or non-performance of this Agreement (including Purchaser Related Party shall have any representation liability or warranty made in or in connection obligation with respect to this Agreement or as an inducement to enter into this Agreement) with respect any claim or cause of action that may be made by any party hereto only against the Persons that are expressly identified as parties hereto arise out of or thereto. No Person who is not a named party relate to this Agreement. (b) Notwithstanding anything that may be expressed or implied in this Agreement, including each of the Parties hereto agree, on behalf of such Party and its Affiliates, that this Agreement may only be enforced against, and any directorclaim or cause of action based upon, officerarising out of, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any named party related to this Agreement that may only be brought against, the Parties hereto and the Affiliate Guarantors and then only with respect to the specific obligations set forth herein or in the Affiliate Guarantee (subject to the limitations contained therein), respectively, with respect to any such Party or the Affiliate Guarantors. Except to the extent any Seller Related Party is not itself a named party to this Agreement or another Transaction Document (“Non-Party Affiliates”and then only to the extent of the specific obligations undertaken by such named party in this Agreement or the applicable Transaction Document, and not otherwise), no Seller Related Party shall have any liability (whether in Contract to Purchaser or any of its Affiliates relating to or arising out of this Agreement or in tortrespect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith, whether at law or equity, in law contract, in tort or in equity, or based upon otherwise. Except to the extent any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any Purchaser Related Party is a named party to this Agreement for any or another Transaction Document (and then only to the extent of the specific obligations or liabilities arising under, undertaken by such named party in connection with or related to this Agreement or for the applicable Transaction Document, and not otherwise), no Purchaser Related Party shall have any claim based onliability to Parent, in respect of, any Seller or by reason any of their respective Affiliates relating to or 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 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 respect of any Non-Party Affiliatesother document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith, whether at law or equity, in each case under the Merger Agreement contract, in tort or any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)otherwise.

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

Non-Recourse. All Legal Proceedings Any 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 or non-performance breach (whether willful, intentional or otherwise) of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) ), may be made by any party hereto only against the Persons entities that are expressly identified as parties hereto or theretoa Party. 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 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 based upon, arising under, in connection with or related to this Agreement or for any claim based on, in respect of, arising out of, related to or by reason of this Agreement or its negotiation negotiation, execution, performance or executionbreach (whether willful, intentional or otherwise); and each party hereto or thereto Party waives and releases all such liabilities, claims and obligations against any such Non-Party AffiliatesAffiliate and expressly disclaims reliance on upon any Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made (or alleged to have been made) in, in connection with, or as an inducement to this Agreement. The parties acknowledge and agree that the Non-Party Affiliates are expressly intended third-as third party beneficiaries of this Section 9(n)‎8.11. Nothing Notwithstanding the foregoing, this Section ‎8.11 shall in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement shall no way limit the liability liabilities of Company Equityholders expressly set forth in the Company Voting and Support Agreements or obligations Stock Letter 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 thereofTransmittal. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).95

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 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 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 (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 (a) This Agreement may only be enforced against, and any Legal Proceedings (whether in Contract or in tort, in law or in equity) that may be 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 transactions contemplated by this Agreement) , including the Blocker Contribution and Exchange and the Mergers, 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, except for claims that may be asserted in accordance with the other Transaction Documents (in each case, solely in accordance with and pursuant to the terms and conditions thereof). No Person who is not Except (i) to the extent a named party to this AgreementAgreement (and then only to the extent of the specific obligations undertaken by such named Party) or (ii) as set forth in any Transaction Document (in each case, including any solely in accordance with and pursuant to the terms and conditions thereof), no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney attorney, advisor or Representative representative or Affiliate of any named party to this Agreement that is not itself a named party to this Agreement of the foregoing (collectively, the “Non-Party AffiliatesRecourse Parties”), ) shall have any liability (whether in Contract contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any Party under this Agreement or of or for any Legal Proceeding based on, arising out of, or related to this Agreement or the Transactions. In furtherance and not in limitation of the foregoing, each Party covenants, agrees and acknowledges that no recourse under this Agreement or any other agreement referenced herein or in tortconnection with any Transactions shall be sought or had against any Non-Recourse Party, except for claims that any Party may assert (i) against another Party solely in accordance with, and pursuant to the terms and conditions of, this Agreement or (ii) pursuant to any Transaction Document (in each case, solely in accordance with and pursuant to the terms and conditions thereof). (b) Notwithstanding any provision of this Agreement to the contrary (but in all cases subject to and without in any way limiting the rights, remedies and claims of Skydance or any of its Affiliates under any agreement entered into with respect to the Debt Financing), each Party (i) waives any and all claims and causes of action against the Debt Financing Sources relating to or arising out of this Agreement or any contract entered into with respect the Debt Financing, or the performance of any services thereunder, whether in law or in equity, whether in contract or based upon in tort or otherwise, (ii) agrees that none of the Debt Financing Sources will have any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for or any obligations of its Affiliates relating to or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason out of this Agreement or its negotiation any contract entered into with respect the Debt Financing, 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 performance of any Non-Party Affiliatesservices thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (iii) agrees not to seek to enforce commitments or other rights under any contract entered into with respect the Debt Financing against, or make any claims for breach of such commitments or such other rights against, or seek to recover monetary damages from, the Debt Financing Sources, or otherwise sue the Debt Financing Sources for any reason related to any contract entered into with respect the Debt Financing, except, in each case under (i) through (iii), in the Merger case of Skydance and its Affiliates, pursuant to or in connection with any contract relating to the Debt Financing, (iv) agrees that it will not bring or support, and will cause its Subsidiaries to not bring or support, any proceeding (whether at law, in equity, in contract, in tort or otherwise) against any Debt Financing Source in any way relating to the Debt Financing, the Debt Financing Documents or the performance thereof or the transactions contemplated thereby, this Agreement or any of the transactions contemplated by this Agreement in any forum other agreement than the Supreme Court of the State of New York, County of New York, or, if under applicable Laws exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (v) agrees that any proceeding (whether at law, in equity, in contract, in tort or otherwise) involving any of the Debt Financing Source that arises out of or relates to which they are specifically the Debt Financing, the Debt Financing Documents, this Agreement or the transactions contemplated by this Agreement, the transactions contemplated by the Debt Financing or the performance of services thereunder shall be (x) governed by, and construed and interpreted in accordance with, the Laws of the State of New York and (y) subject to the exclusive jurisdiction of a party state or federal court sitting in the Borough of Manhattan within the City of New York and the appellate courts thereof, and (vi) agrees to irrevocably waive any and all rights to a trial by jury in any proceeding (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources. The provisions of this Section 10.14(b) shall be enforceable by each Debt Financing Source. Each Debt Financing Source is an express intended third party beneficiary thereof. This Section 9(n) is subject toof, and does not alter may enforce, the scope or application of, proviso to Section 9(j10.1 and this Section 10.14(b).. [Signature page follows]

Non-Recourse. All Legal Proceedings Notwithstanding anything to the contrary contained herein or otherwise, except claims for indemnification against the Equityholders pursuant to, and subject to the terms and conditions of, Section 8.02, this Agreement may only be enforced against, and any claims or causes of action (whether in Contract or in tort, in law contract or in equityotherwise) that may be based upon, arise out of or relate to this Agreement 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 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, current or future stockholders, equity holders (including the Equityholders and Pre-Closing Equityholders), 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 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 parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiesseek to recover monetary damages from, claims and obligations against any such Non-Recourse Party Affiliates. The parties acknowledge and agree that (including any of the Non-Party Affiliates are intended third-party beneficiaries of this Section 9(nEquityholders), in each case, whether in tort, contract or otherwise. Nothing in this Agreement precludes the parties or any Non-Party Affiliates from exercising any rights, and nothing in this Agreement Section 10.13 shall limit the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement or claim for Fraud brought against any other agreement to which they are specifically a party or an express third party beneficiary thereof. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)based on such party’s Fraud.

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

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

Non-Recourse. All Legal Proceedings 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 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, 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 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 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)9.13. Nothing herein shall modify, impact, limit or impair the rights of any party to the Debt Commitment Letter or any document as it relates to any claim or cause of Litigation (whether in this Agreement precludes Contract or in tort, in law or in equity) that may be based on or relate to the parties Debt Financing or the negotiation, execution, performance or non-performance of the Debt Commitment Letter or the Debt Financing. Notwithstanding anything to the contrary herein, none of any Parent Related Party, the Company, or any Non-Party Affiliates from exercising Affiliate of the Company shall be responsible or liable for any rightsmultiple, and nothing in consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement shall limit Agreement, the liability or obligations of any Non-Party Affiliates, in each case under the Merger Agreement other Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder (including the Debt Financing), or the termination or abandonment of any of the foregoing (provided, for the avoidance of doubt, that nothing in this sentence shall limit any Party’s right to which they are specifically receive a party or an express third party beneficiary thereof. This fee pursuant to Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j8.3 hereof).

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

Non-Recourse. All Legal Proceedings Notwithstanding anything to the contrary in this Guarantee (whether in Contract but subject to the last sentence of this Section 2(k)), this Guarantee may only be enforced against, and any claims or in tort, in law or in equity) causes of action and Actions that may be based uponon, arise out of or relate to this Agreement Guarantee, the transactions contemplated by this Guarantee, 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) Guarantee, may only be made by any party hereto only against against, the Persons that are expressly identified as parties hereto Parties, and no former, current or thereto. No Person who is not a named party to this Agreementfuture Affiliates, including any directordirectors, officerofficers, employeeshareholders, incorporatorpartners, membermembers, partnerattorneys, stockholderaccountants, Affiliateagents, agent, attorney Representatives or Representative employees of any named party to this Agreement that is not itself Party, or any heirs, successors or permitted assigns of any of the foregoing (each, a named party to this Agreement (“Non-Party AffiliatesParty”), ) shall have any liability (whether in Contract or in tort, in law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to this Agreement of such Party or for any claim (whether in tort, contract or otherwise) based upon, arising out of, or relating to, this Guarantee or the transactions contemplated by this Guarantee or in respect of any representations and warranties 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 Guarantee, or assert any claims or causes of action based on, in respect ofarising out of or relating to this Guarantee or the transactions contemplated by this Guarantee, or by reason the negotiation, execution or performance of this Agreement or its negotiation or execution; and each party hereto or thereto waives and releases all such liabilitiesGuarantee, 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 AffiliatesParty, in each case under subject to the Merger final sentence of this Section 2(k). Notwithstanding the foregoing, nothing in this Section 2(k) shall preclude any party to the Asset Purchase Agreement or any Ancillary Agreement (other agreement to which they are specifically a party than the Guarantee) or an express third party beneficiary thereof. This Section 9(n) is subject tothe Confidentiality Agreement, and does not alter the scope or application of, Section 9(j)from making any permitted claim thereunder.

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 negotiation, execution, performance or non-performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may only be made by any party hereto only brought against the Persons that are expressly identified named as parties hereto or theretoParties (which for the avoidance of doubt, does not include any Financing Source) 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 to this Agreement (and then only to the extent of the specific obligations undertaken by such named Party in this Agreement), including any no past, present or future director, manager, 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”), or of any Financing Source shall have any liability Liability (whether in Contract contract or in tort, in law Law or in equity, or based upon any theory that seeks to impose liability Liability of an entity party against its owners or Affiliates) to any party to this Agreement for any obligations or liabilities arising under, in connection with or related to Liabilities of any Party 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 Sellers, Members, the Agent, and each of their respective Representatives and their respective successors and assigns (each, a “Waiving Party”) hereby waive any rights or claims against any Financing Source in connection with this Agreement, the Financing, the Commitment Letter or Definitive Agreements, whether at law or equity, in contract, in tort or otherwise, and each Waiving Party agrees not to commence or join in with any claim, cause of action or proceeding against any Financing Source in connection with this Agreement or its negotiation any transaction contemplated hereby (including any claim, cause of action or execution; and each party hereto proceeding relating to the Financing, the Commitment Letter or thereto waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliatesthe Definitive Agreements). The parties Waiving Parties each acknowledge and agree that to the Non-Party Affiliates are intended third-party beneficiaries confidentiality provisions contained in the Commitment Letter and the Redacted Fee Letters with respect thereto. (b) The provisions of this Section 9(n). Nothing in this Agreement precludes 12.12 are intended to be for the parties or any Non-Party Affiliates from exercising any rightsbenefit of, and nothing in this Agreement shall limit enforceable by, the liability or obligations of any Non-Party directors, managers, officers, employees, incorporators, members, partners, stockholders, Affiliates, in agents, attorneys and other Representatives of the Parties and the Financing Sources, and each case under the Merger Agreement or any other agreement to which they are specifically a party or such Person shall be an express intended third party beneficiary thereof. This of this Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j)12.12.

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)2.21. 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 thereofAgreement. This Section 9(n) is subject to, and does not alter the scope or application of, Section 9(j).By: Name: Title: J▇▇ ▇▇▇▇▇▇ If entity: By: Name: Title: Name: Address: J▇▇ ▇▇▇▇▇▇ Invest AB [*****] 3,025,886 0 0 J▇▇ ▇▇▇▇▇▇ [*****] 0 12,989 202,732

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