Common use of Non-Recourse Clause in Contracts

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

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

Non-Recourse. All Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, liabilities and Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or and any financial advisor adviser, Financing Source or lender to, or successor to, to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liabilityLiability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, Liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of its negotiation, execution, performance, or breach (other than as set forth in the corporate veil, by or through a claim by or on behalf of any party hereto or otherwiseother Transaction Documents), and, to the maximum extent permitted by LawLaw (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action action, and obligations against any such Nonparty AffiliatesAffiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any other Contracting Party’s Nonparty AffiliateAffiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything Subject to the contrary herein, no party hereto hereby waives any right rights of the parties to enforce its rights granted hereunder or granted the Commitment Letter under the Closing Agreementsterms thereof, none of the Governance AgreementsContracting Parties, the Letter nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Existing Employment Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement (as defined or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter Agreement and as specifically amended or superseded by under the Letter Agreement)terms thereof, none of the Merger Agreement Financing Sources, nor or any of the other agreements respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or documents to be entered into among future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of the Investorsany party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the Parent Entitiestransactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the Company Entities transactions contemplated thereby or their respective Affiliates the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with the Transactions any such claim against any other party thereto, and any exhibits, schedules, Financing Source or other attachment thereto and any documentation implementing any of the terms thereoftheir respective Affiliates, against directors, officers, employees, agents and representatives or any other party theretoof their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

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

Non-Recourse. All Except as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, all claims, obligations, liabilities and liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, stockholder, equityholdermember, Affiliate, agent, attorney, representative, financing source, heir or assignee or Representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee or Representative of, or and any financial advisor or lender to, or successor to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any liabilityLiability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the other Transaction Documents or the Confidentiality Agreement) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the other Transaction Documents or the Confidentiality Agreement, (ai) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available available, whether in contract or in tort, at Law law or in equity, or granted by statutestatute or otherwise, 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 otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (bii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

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

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

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

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating related in any manner to this Agreement may be made only against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, managing member, general partner, manager, stockholdershareholder, equityholderprincipal, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee Representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract or in tort, obligationsin Law or in equity, claims or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action action, obligations or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or based uponon, in respect of, arising under, or by reason ofof this Agreement or its negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to The Parties acknowledge and agree that the contrary herein, no Non-Party Affiliates are intended third-party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 388.

Non-Recourse. All This Agreement may only be enforced against, and all claims, obligations, liabilities and or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement) may be made only against (and are those solely of) ), the Persons entities that are expressly identified as parties in the preamble and signatories Parties to this Agreement (in the “Contracting Parties”)Preamble to this Agreement. No Person who is not a Contracting Partyother Person, including any currentformer, former current or future direct or indirect equity holder, controlling person, director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateaffiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or any financial advisor or lender to, (including any Debt Financing Sources) or successor other financing source (including any Equity Financing Sources) to, any Contracting Party, Party to this Agreement or any currentdirect or indirect equity holder, former or future controlling person, director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateaffiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or any financial advisor or lender to, (including any Debt Financing Sources) or successor to, other financing source (including any Equity Financing Sources to any of the foregoing (collectivelyeach, a “Nonparty AffiliatesNon-Recourse Party”), ) shall have any liability, obligations, claims liabilities or causes of action based uponobligations (whether in contract or in tort, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law law or in equity, or granted by statute) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to 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 this Agreement or based on theories on, in respect of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance by reason of this Agreement or its negotiation, execution, performance or breach. In no event shall any representation Party hereto or warranty made by a Nonparty Affiliate inany of their respective Affiliates, in connection withand each Party hereto agrees not to and to cause their Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or as an inducement seek to this Agreementrecover monetary damages from, any Non-Recourse Party. Notwithstanding anything In no event shall the Company or any of its Affiliates, and the Company agrees not to and to cause its Affiliates not to, seek to enforce the contrary hereinany Commitment Letter against, no party hereto hereby waives make any claims for breach of the any Commitment Letter against, or seek to recover monetary damages from, or otherwise ▇▇▇, any Financing Source, or any Affiliate thereof; provided, that, the Acquirer Parties and their respective Affiliates shall have the right to enforce all of its respective rights granted hereunder or granted under the Closing Agreements, Commitment Letters against the Governance Agreements, Financing Sources. This Section 10.11 shall not restrict actions by the Letter Company against the Acquirer Parties to specifically enforce the obligations of the Acquirer Parties in this Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoincluding Section 7.11.

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

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

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating related in any manner to this Agreement may be made only against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement Parties hereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor Debt Financing Source Related Party to, any of the foregoing (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract or in tort, obligationsin law or in equity, claims or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any claims, causes of action action, obligations or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or based uponon, in respect of, arising under, or by reason ofof this Agreement or its negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to The Parties acknowledge and agree that the contrary herein, no Non-Party Affiliates are intended third-party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 6.13.

Non-Recourse. All claimsExcept for any claim or cause of action arising under or related to any letter of transmittal or documentation delivered in connection with payment of Merger Consideration through DTC, obligationsand any remedy against the Guarantor with respect to their respective obligations and liabilities expressly provided for under the Limited Guarantee and the Equity Commitment Letter, liabilities and causes any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement may only be made only brought against (and are those solely of) the Persons that are expressly identified named as parties Parties, and then only with respect to the specific obligations set forth herein. Except for any liability or obligation arising under or related to any letter of transmittal or documentation delivered in connection with payment of Merger Consideration through DTC, and any remedy against the preamble Guarantor with respect to their respective obligations and signatories to this Agreement (liabilities expressly provided for under the “Contracting Parties”). No Person who is not a Contracting PartyLimited Guarantee and the Equity Commitment Letter, including any currentno former, former current or future direct or indirect equityholders, controlling Persons, stockholders, directors, officers, employees, members, managers, agents, trustees, Affiliates, general or limited partners or assignees of the Parties (except permitted assignees under Section 9.4) or of any former, current or future direct or indirect equityholder, controlling Person, stockholder, director, officer, employee, incorporator, member, partner, manager, stockholderagent, equityholdertrustee, Affiliate, agent, attorney, representative, financing source, heir general or limited partner or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, of any of the foregoing (collectively, “Nonparty Affiliates”), shall but for the avoidance of doubt excluding the Parties) will have any liabilityliability or obligation for any of the representations, obligationswarranties, claims covenants, agreements, obligations or causes liabilities of action any Party under this Agreement or for any Proceeding based uponon, in respect of, arising under, or by reason of, in connection with, or relating in any manner to the transactions contemplated by this Agreement, including the Merger (including the breach, termination or failure to consummate any of the transactions contemplated by this Agreement, including the Merger), in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Proceeding, by virtue of any statute, regulation or applicable Law or otherwise and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of any party a Party hereto or another Person or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

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

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

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

Non-Recourse. All claims, obligations, liabilities and or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement) or the Contemplated Transactions may be made only against (and are those solely of) the Persons entities that are expressly identified as parties in the preamble and signatories to this Agreement (in the “Contracting Parties”)Preamble to this Agreement. No Person who is not a Contracting Partyother Person, including any currentFinancing Source, former any of their representatives or future affiliates, director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateaffiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or any financial advisor or lender to, or successor to, any Contracting Party, party to this Agreement or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateaffiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or any financial advisor or lender to, or successor to, to any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims liabilities (whether in contract or causes of action based uponin tort, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law law or in equity, or granted by statute) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to 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 this Agreement or based on theories on, in respect of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance by reason of this Agreement or any representation its negotiation, execution, performance or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreementbreach. Notwithstanding anything herein or in any related agreement to the contrary hereincontrary, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under none of the Closing AgreementsSeller, the Governance AgreementsSeller Parent, the Letter AgreementSeller’s and the Seller Parent’s representatives and any of their respective representatives or Affiliates (each, the Existing Employment Agreement a “Seller Group Member”) shall have any rights or claims against (as defined in the Letter Agreement and as specifically amended i) any Financing Source or superseded by the Letter Agreement), the Merger Agreement or (ii) any of the other agreements respective former, current or documents to be entered into among any future affiliates or representatives of the Investors, the Parent Entities, the Company Entities or their respective Affiliates Financing Sources in connection with the Transactions Debt Financing, and no Financing Source shall have any rights or claims against any other party theretoSeller Group Member, and any exhibitsin connection with this Agreement or the Debt Financing, scheduleswhether at law or equity, in contract, in tort or other attachment thereto and any documentation implementing any otherwise; provided that, following the Closing Date, the foregoing shall not limit the rights of the terms thereof, against Financing Sources under any other party theretoDebt Financing Commitments.

Non-Recourse. All claims, obligations, liabilities and causes (a) Except for (A) any claim or cause of action based upon, arising out of or in connection with any letter of transmittal or documentation delivered in connection with payment of Merger Consideration through DTC or payment for the Company Equity Awards, (B) any remedy against Sponsor with respect to its obligations and liabilities expressly provided for under the Limited Guarantee and any remedy against the Equity Financing Source with respect to their obligations and liabilities expressly provided for under the Equity Commitment Letter or (C) any remedy pursuant to the Confidentiality Agreement, any claim or cause of action based upon, arising out of, arising under, by reason of, or in connection with, or relating in any manner to with this Agreement may only be made only brought against (and are those solely of) the Persons that are expressly identified named as parties parties, and then only with respect to the specific obligations set forth herein. (b) Except for (A) any liability or obligation based upon, arising out of or in connection with any letter of transmittal or documentation delivered in connection with payment of Merger Consideration through DTC or payment for the preamble Company Equity Awards, (B) any remedy against Sponsor with respect to its obligations and signatories liabilities expressly provided for under the Limited Guarantee and any remedy against the Equity Financing Source with respect to this Agreement its obligations and liabilities expressly provided for under the Equity Commitment Letter, or (C) any remedy pursuant to the “Contracting Parties”). No Person who is not a Contracting PartyConfidentiality Agreement, including any currentno former, former current or future direct or indirect equityholders, controlling Persons, stockholders, directors, officers, employees, members, managers, agents, trustees, Affiliates, general or limited partners or assignees of the parties (except permitted assignees under Section 8.14) or of any former, current or future direct or indirect equityholder, controlling Person, stockholder, director, officer, employee, incorporator, member, partner, manager, stockholderagent, equityholdertrustee, Affiliate, agent, attorney, representative, financing source, heir general or limited partner or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, of any of the foregoing (collectively, “Nonparty Affiliates”), shall but for the avoidance of doubt excluding the parties) will have any liabilityliability or obligation for any of the representations, obligationswarranties, claims covenants, agreements, obligations or causes liabilities of action any party under this Agreement or for any Action based uponon, in respect of, arising under, or by reason of, in connection with, or relating in any manner to the transactions contemplated by this Agreement, including the Merger (including the breach, termination or failure to consummate any of the transactions contemplated by this Agreement, including the Merger), in each case whether based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable Action, by virtue of any statute, regulation or applicable Law or otherwise and whether by or through attempted piercing of the corporate or partnership veil, by or through a claim by or on behalf of any a party hereto or another Person or otherwise. (c) Notwithstanding any other provision herein, andno Financing Source (other than Sponsor and any alternative Equity Financing Source in accordance with the Equity Commitment Letter and Limited Guarantee or if applicable, the party to the maximum extent Confidentiality Agreement) nor any Affiliate of any Financing Source (other than Parent, Merger Sub and Sponsor and any alternative Equity Financing Source in accordance with the Equity Commitment Letter and Limited Guarantee or the party to the Confidentiality Agreement), nor any officer, director, employee, agent, controlling person, advisor or other representative of the foregoing or any successor or permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes assign of action and obligations against any such Nonparty Affiliates. Without limiting of the foregoing, to shall be liable for any indirect, special, punitive or consequential damages (including any loss of profits, business or anticipated savings) in connection with the maximum extent permitted by LawFinancing, (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 equitythe transactions contemplated hereby, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to any activities related to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate inFinancing. (d) In addition, in connection with, or as an inducement to this Agreement. Notwithstanding notwithstanding anything to the contrary hereinin this Agreement, in no party hereto hereby waives event will Sponsor be subject to or liable for (whether at law, in equity, in contract, tort or otherwise, and whether by or through attempted piercing of the corporate, limited liability company or partnership veil or directly or indirectly through any right other Person) any monetary damages to enforce the Company or any of its rights granted hereunder Affiliates or granted under any other Person, for any damages, liabilities or other adverse consequences incurred by the Closing AgreementsCompany or any of its Affiliates or any of its or their respective Representatives or any other Person for any breach by Sponsor of this Agreement, and the Governance AgreementsCompany and its Affiliates shall not otherwise be entitled to make any claim against Sponsor, and Sponsor shall have no further liability to the Letter Company or any of its Affiliates or any other Person therefor, except, in each case of the foregoing, that the Company shall be entitled to recover monetary damages and other amounts against Parent pursuant to Section 7.5 of this Agreement and Sponsor pursuant to the Limited Guarantee and to seek specific performance of this Agreement, the Existing Employment Agreement (Limited Guarantee and the Equity Commitment Letter, in each case, as defined in and only to the Letter Agreement extent permitted hereunder and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothereunder.

Non-Recourse. All Except to the extent otherwise set forth in the other Transaction Documents, all claims, obligations, liabilities and Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), may be made by the parties hereto only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or and any financial advisor advisor, Financing Source or lender to, or successor to, to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liabilityLiability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, Liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of its negotiation, execution, performance, or breach (other than as set forth in the corporate veil, by or through a claim by or on behalf of any party hereto or otherwiseother Transaction Documents), and, to the maximum extent permitted by LawLaw (other than as set forth in the other Transaction Documents), each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action action, and obligations against any such Nonparty AffiliatesAffiliates of another Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any other Contracting Party’s Nonparty AffiliateAffiliate in respect of this Agreement, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything Subject to the contrary herein, no party hereto hereby waives any right rights of the parties to enforce its rights granted hereunder or granted the Commitment Letter under the Closing Agreementsterms thereof, none of the Governance AgreementsContracting Parties, the Letter nor or any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Financing Source, solely in their respective capacities as lenders or arrangers in connection with the Existing Employment Transaction Financing, and the Financing Sources, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Contracting Party or any related person thereof, in connection with this Agreement (as defined or the Transaction Financing, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, subject to the rights of Montage under the Commitment Letter Agreement and as specifically amended or superseded by under the Letter Agreement)terms thereof, none of the Merger Agreement Financing Sources, nor or any of the other agreements respective Affiliates, directors, officers, employees, agents and representatives, and no past, present or documents to be entered into among future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney or representative of any such Financing Source shall have any liability for any obligations or liabilities of the Investorsany party hereto under this Agreement or for any claim (whether in contract, tort or otherwise) based on, in respect of, or by reason of (or in any way relating to), the Parent Entitiestransactions contemplated hereby, including any dispute arising out of or relating in any way to the Commitment Letter, the Company Entities transactions contemplated thereby or their respective Affiliates the performance thereof and the parties hereto agree not to assert any such claim or bring any action, suit or proceeding in connection with the Transactions any such claim against any other party thereto, and any exhibits, schedules, Financing Source or other attachment thereto and any documentation implementing any of the terms thereoftheir respective Affiliates, against directors, officers, employees, agents and representatives or any other party theretoof their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives.

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

Non-Recourse. All claimsNotwithstanding anything to the contrary contained herein or otherwise, obligationsthis Agreement may only be enforced against, liabilities and any claims or causes of action that may be based upon, in respect of, arising under, by reason of, in connection with, arise out of or relating in any manner relate to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made only against (the entities and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (in their capacities as such, and only with respect to the “Contracting Parties”). No Person who is not a Contracting Partyspecific obligations set forth herein with respect to such party, including any currentand no former, former current or future direct or indirect stockholders, equity holders, controlling persons, portfolio companies, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, representatives or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, portfolio company, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholdertrustee, equityholder, Affiliateattorney, agent, attorney, representative, financing source, heir representative or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesNon-Recourse Party”), ) shall have any liabilityliability for any obligations or liabilities of the parties to this Agreement or for any claim (whether at law or in equity, obligationsin tort, claims contract or causes of action otherwise) based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby or in respect of any covenants, representations, warranties or statements (whether written or oral, express or implied) made or alleged to be made in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliatesherewith. Without limiting the foregoingrights of any party against the other parties hereto, in no event shall any party or any Person that would be a Non-Recourse Party of such party seek to the maximum extent permitted by Lawenforce this Agreement against, (a) each Contracting Party hereby waives and releases make any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance claims for breach of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection withagainst, or as an inducement seek to this Agreement. Notwithstanding anything to the contrary hereinrecover monetary damages from, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement Non-Recourse Party (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or including any of the other agreements or documents to be entered into among any holders of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoShares).

Non-Recourse. All Except as expressly set forth in the Ancillary Agreements, all claims, obligations, liabilities and liabilities, or causes of action (whether in contract or in tort, at law or in equity, granted by statute or otherwise) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, stockholder, equityholdermember, Affiliate, agent, attorney, representative, financing source, heir or assignee or Representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employeeequityholder, incorporator, membercontrolling person, general or limited partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee or Representative of, or and any financial advisor or lender to, or successor to, any of the foregoing or any of their respective successors, predecessors or assigns (or any successors, predecessors or assigns of the foregoing) (collectively, the “Nonparty Affiliates”), shall have any liabilityLiability (whether in contract or in tort, at law or in equity, granted by statute or otherwise) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of its negotiation, execution, performance, or breach (other than as expressly set forth in the corporate veil, by or through a claim by or on behalf of any party hereto or otherwiseAncillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action action, and obligations arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as expressly set forth in the Ancillary Agreements) against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise expressly set forth in the Ancillary Agreements, (ai) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available available, whether in contract or in tort, at Law law or in equity, or granted by statutestatute or otherwise, 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 otherwise, in each case, arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach and (bii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

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

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

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

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

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

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

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

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

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

Non-Recourse. All claims(a) This Agreement may only be enforced against, obligations, liabilities and causes any claim or cause of action Action based upon, in respect of, arising under, by reason out of, or in connection with, or relating related in any manner to this Agreement or the transactions contemplated hereby may only be made only against (and are those solely of) brought against, the Persons entities that are expressly identified named as parties Parties in the preamble and signatories to of this Agreement (the “Contracting Parties”)) and then only with respect to the specific obligations set forth herein with respect to such Contracting Party. No Person who that is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Representative or assignee of, Affiliate of any Contracting Party or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesAffiliate”), shall have any liabilityLiability (whether in contract, obligationstort, claims at law or in equity, or granted by statute or otherwise) for any claims, causes of or action or other obligations or Liabilities arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby, or based uponon, in respect of, arising under, or by reason ofof this Agreement or its negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to breach. To the maximum extent permitted by applicable Law, (a) each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action and other obligations and Liabilities against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (ab) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability 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 otherwise, and (bc) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. . (b) Notwithstanding anything herein to the contrary hereincontrary, no party hereto hereby waives Existing Member agrees that neither it, nor any right to enforce of its rights granted hereunder former, current or granted under the Closing Agreementsfuture officers, the Governance Agreementsdirectors, the Letter Agreementmanagers, the employees, members, partners, agents or other representatives and Affiliates (collectively, “Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter AgreementMember Related Parties”), shall have any claim against any Financing Source, nor shall any Financing Source have any liability whatsoever to any Existing Member Related Party, in connection with the Merger Debt Financing or in any way relating to this Agreement or any of the other agreements transactions contemplated hereby, whether at law, in equity, in contract, in tort or documents to be entered into among otherwise, in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoFinancing Source.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating related in any manner to this Agreement or the Related Agreements may be made only against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract or in tort, obligationsin law or in equity, claims or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any causes of action or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or the Related Agreements or based uponon, in respect of, arising under, or by reason ofof this Agreement or the Related Agreements or their negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations Liabilities against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or the Related Agreements or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any the Related Agreements. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 9.14.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating related in any manner to this Agreement or any other agreement contemplated hereby may be made only against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, current or former or future director, officer, employee, incorporator, controlling person, managing member, general partner, manager, stockholdershareholder, equityholderprincipal, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, and any heir, executor, administrator, successor or any assign, financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityliability (whether in contract or in tort, obligationsin law or in equity, claims or granted by statute or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any claims, causes of action action, obligations or liabilities arising under, out of, in connection with or related in any manner to this Agreement or any other agreement contemplated hereby or based uponon, in respect of, arising under, or by reason ofof this Agreement or any other agreement contemplated hereby or their negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be now or in the future available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to The Parties acknowledge and agree that the contrary herein, no Non-Party Affiliates are intended third-party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 35.

Non-Recourse. All claims(a) Notwithstanding anything to the contrary in this Agreement, obligationsthe Purchaser’s liability for any liability, liabilities loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of this Agreement or any other Transaction Agreement (whether willfully, intentionally, unintentionally or otherwise) or in respect of any oral representations made or alleged to have been made in connection herewith shall be no greater than an amount equal to the Purchase Price and causes the Purchaser shall have no further liability or obligation relating to or arising out of this Agreement, any other Transaction Agreement or the Transactions in excess of such amount. For the avoidance of doubt, the foregoing shall not limit the Company’s rights under Section 6.10. (b) This Agreement may only be enforced against, and any Action, claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the transactions contemplated hereby may only be made only brought against (and are those solely of) the Persons entities that are expressly identified named as parties hereto and their respective successors and assigns (including any Person that executes and delivers a Joinder). Except as set forth in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyimmediately preceding sentence, including any currentno past, former present or future director, officer, employee, incorporator, member, partner, managerpartners (general or limited), stockholder, equityholdercontrolling person, Affiliate, agent, attorney, representative, financing source, heir advisor or assignee ofrepresentative of any party hereto, or any financial advisor or lender topast, or successor to, any Contracting Party, or any current, former present or future director, officer, employee, incorporator, member, partner, managerpartners (general or limited), stockholder, equityholdercontrolling person, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any representative of the foregoing (collectively, the “Nonparty AffiliatesSpecified Persons”), ) shall have any liability, obligations, claims liability for any obligations or causes liabilities of action any party hereto under this Agreement or for any claim based uponon, in respect of, arising under, or by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretotransactions contemplated hereby.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating related in any manner to this Agreement or the Related Agreements may be made only against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract or in tort, obligationsin law or in equity, claims or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any claims, causes of action action, obligations or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or the Related Agreements or based uponon, in respect of, arising under, or by reason ofof this Agreement or the Related Agreements or their negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or the Related Agreements or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any the Related Agreements. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 9.14.

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

Non-Recourse. All claims, obligations, liabilities and liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute or predicated on any other cognizable theory) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the transactions contemplated hereby, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement or any document, instrument or certificate delivered in connection with this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties Parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liabilityliability (whether in contract or in tort, in law or in equity, or granted by statute or predicated on any other cognizable theory) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement, whether by the transactions contemplated hereby or through attempted piercing of the corporate veilits negotiation, by execution, performance, or through a claim by or on behalf of any party hereto or otherwisebreach, and, to the maximum extent permitted by Law, each Contracting Party hereby knowingly, voluntarily, and irrevocably waives and releases all such liabilities, claims, causes of action action, and obligations against any such Nonparty Affiliates, and such Nonparty Affiliates are hereby deemed third-party beneficiaries with respect to this Section 8.14. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby knowingly, voluntarily, and irrevocably waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statutestatute or predicated on any other cognizable theory, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretootherwise.

Non-Recourse. (a) All claims, obligations, liabilities and or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with or as an inducement to, this Agreement), may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”)hereto. No Person who is not a Contracting Partyparty hereto, including without limitation (a) any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or and any financial advisor or lender to, or successor to, any Contracting Partyparty hereto, or (b) any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or and any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityliability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of the corporate veilits negotiation, by execution, performance or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Lawlaw, each Contracting Party party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Lawlaw, (a) each Contracting Party party hereto hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party party hereto or otherwise impose liability of a Contracting party hereto or any Non-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 otherwise. (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary hereincontrary, no party hereto hereby waives Debt Financing Source Related Party shall have any right liability to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement Seller or any of its Affiliates for any obligations or liabilities of Buyer or for any claim (whether at law or equity, in tort, contract or otherwise) based on, in respect of, or by reason of, the other agreements transactions contemplated hereby or documents in respect of any oral representations made or alleged to be entered into among made in connection herewith. In no event shall Seller or any of its Affiliates (i) seek to enforce this Agreement against, make or support any claims for breach of this Agreement against, or seek to recover monetary damages from, any Debt Financing Source Related Party or (ii) seek to enforce the InvestorsDebt Financing or the Debt Commitment Letter against, make or support any claims for breach of the Parent EntitiesDebt Financing or the Debt Commitment Letter against, the Company Entities or their respective Affiliates seek to recover monetary damages from, or otherwise s▇▇, any Debt Financing Source Related Party for any reason, including in connection with the Transactions against any other party thereto, and any exhibits, schedules, Debt Financing or other attachment thereto and any documentation implementing any the Debt Commitment Letter or the obligations of the terms thereofDebt Financing Source Related Parties thereunder. For the avoidance of doubt, this Section 10.18(b) does not limit or affect any rights or remedies that Buyer may have against any other party theretothe Debt Financing Source Related Parties pursuant to the Debt Commitment Letter.

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

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

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

Non-Recourse. All claimsExcept in the case of Fraud, obligationsnotwithstanding anything to the contrary contained herein or otherwise but subject to the final sentence of this Section 11.17, liabilities this Agreement may only be enforced against, and any claims or causes of action that may be based upon, in respect of, arising under, by reason of, in connection witharise out of or relate to this Agreement, or relating in any manner to the negotiation, execution or performance of this Agreement or the Contemplated Transactions, may only be made only against (and are those solely of) against, the Persons that are expressly identified as parties in the preamble and signatories their capacities as parties to this Agreement (the “Contracting Parties”). No Person who is not a Contracting PartyAgreement, including any currentand no former, former current or future stockholders, equity holders, controlling persons, Debt Financing Source, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of any party, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, incorporatorgeneral or limited partner, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir agent or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesNon-Party”), shall ) will have any liabilityliability for any obligations or liabilities of the parties or for any claim (whether in tort, obligations, claims contract or causes of action otherwise) based uponon, in respect of, arising under, or by reason of, the Contemplated Transactions (including the Debt Financing) or in respect of any representations made or alleged to be made in connection withherewith. Except in the case of Fraud, or relating in any manner to this Agreement, whether by or through attempted piercing of without limiting the corporate veil, by or through a claim by or on behalf rights of any party hereto against the other parties, in no event will any party or otherwiseany of its Affiliates seek to enforce this Agreement against, andmake any claims for breach of this Agreement against, or seek to recover damages from, or exercise remedies against, any Non-Party, in each case, subject to the final sentence of this Section 11.17. Notwithstanding the foregoing, nothing in this Section 11.17 will (a) preclude any party to another Ancillary Agreement, the Equity Commitment Letters, the Limited Guarantees or the Confidentiality Agreement from making any claim thereunder, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands therein or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting limit (i) the liability or obligations of the Debt Financing Sources to any Buyer Party disclaims and its Affiliates under the Debt Commitment Letter or any reliance upon any Nonparty Affiliates with respect definitive documents related to the performance of this Agreement Debt Financing or (ii) any representation Buyer Related Party’s rights and remedies under the Debt Commitment Letter or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything the definitive documents related to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoDebt Financing.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes any claim or cause of action Action based upon, in respect of, arising under, by reason out of, or in connection with, or relating related in any manner to this Agreement or the transactions contemplated hereby may only be made only against (and are those solely of) brought against, the Persons entities that are expressly identified named as parties Parties in the preamble and signatories to of this Agreement (the “Contracting Parties”)) and then only with respect to the specific obligations set forth herein with respect to such Contracting Party. No Person who that is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Representative or assignee of, Affiliate of any Contracting Party or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesAffiliate”), shall have any liabilityLiability (whether in contract, obligationstort, claims at law or in equity, or granted by statute or otherwise) for any claims, causes of or action or other obligations or Liabilities arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby, or based uponon, in respect of, arising under, or by reason ofof this Agreement or its negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to breach. To the maximum extent permitted by applicable Law, (a) each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action and obligations other obligations, in each case arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach, against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (ab) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories \\4141-5696-8778 v37 of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise, in each case arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby, or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach, and (bc) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claimsNo past, obligations, liabilities and causes of action based upon, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, or representative of any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall Party will have any liability, obligations, claims liability for any Liabilities of any Party under this Agreement or causes of action the Ancillary Agreements or for any claim based uponon, in respect of, arising under, 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 connection withthis Agreement or the Ancillary Agreements and except and to the extent provided in the Limited Guaranty, the Equity Financing Commitments or the Confidentiality Agreement, (a) neither it nor any of its Affiliates will bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Related Party of Purchasers, in any way relating to this Agreement or the Transactions, including any dispute arising out of or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, way to the maximum extent permitted by LawFinancing Commitments, each Contracting the Debt Financing or the definitive agreements executed in connection therewith or the performance thereof and (b) no Related Party hereby waives and releases all such liabilitiesof a Purchaser shall have any liability (whether in contract or in tort, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law in law or in equity, or granted by statute, based upon any theory that seeks to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on an entity party against its owners or Affiliates) to Seller or the Company or any Nonparty Affiliateof its and their respective Affiliates or their respective directors, whether granted by statute officers, employees, agents, partners, managers or based on theories equity holders for any obligations or liabilities of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of party hereto under this Agreement or for any representation or warranty made by a Nonparty Affiliate inclaim based on, in connection withrespect of, or as an inducement by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to this Agreementhave been made in connection herewith. Notwithstanding anything to the contrary contained herein, no party hereto 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 right claims or rights against any Debt Financing Source relating to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter arising out of this Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement)Debt Financing, the Merger Agreement Debt Financing Commitments or any related agreements or the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, (ii) agrees not to bring or support any suit, action or proceeding against any Debt Financing Source in connection with this Agreement, the Debt Financing, the Debt Financing Commitments or any related agreements or the transactions contemplated hereby and thereby, whether at law or in equity and whether in tort, contract or otherwise, and (iii) agrees to cause any suit, action or proceeding asserted against any Debt Financing Source by or on behalf of itself or any of the other agreements or documents to be entered into among any of the Investorsits Affiliates, the Parent Entitiesofficers, the Company Entities or their respective Affiliates directors, employees, members, managers, partners, controlling persons, advisors, attorneys, agents and representatives in connection with this Agreement, the Transactions against any other party theretoDebt Financing, the Debt Financing Commitments or related agreements or the transactions contemplated hereby and any exhibitsthereby, schedules, to be dismissed or other attachment thereto otherwise terminated. In furtherance and any documentation implementing any not in limitation of the terms thereofforegoing waivers and agreements, against it is acknowledged and agreed that no Debt Financing Source shall have any other party theretoliability for any claims or damages to the Seller or the Company in connection with this Agreement, the Debt Financing, the Debt Financing Commitments or related agreements or the transactions contemplated hereby and thereby.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating related in any manner to this Agreement may be made only against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement Parties hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, managing member, general partner, manager, stockholdershareholder, equityholderprincipal, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee Representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract or in tort, obligationsin Law or in equity, claims or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action action, obligations or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or the Related Agreements or based uponon, in respect of, arising under, or by reason ofof this Agreement or their negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to The Parties acknowledge and agree that the contrary herein, no Non- Party Affiliates are intended third-party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 38.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating related in any manner to this Agreement may be made only against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement Parties hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, managing member, general partner, manager, stockholdershareholder, equityholderprincipal, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee Representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract or in tort, obligationsin Law or in equity, claims or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action action, obligations or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or the Related Agreements or based uponon, in respect of, arising under, or by reason ofof this Agreement or their negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to The Parties acknowledge and agree that the contrary herein, no Non-Party Affiliates are intended third-party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 388.

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

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

Non-Recourse. All Notwithstanding anything to the contrary contained herein, (a) all claims, counter-claims, obligations, liabilities and or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and are those solely of) Acuitas or XLLC, as the Persons that are expressly identified case may be, (b) no Person other than Acuitas (including without limitation any Non-Recourse Party of Acuitas) or XLLC (including without limitation any Non-Recourse Party of XLLC), as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”)case may be, shall have any liabilityliability (whether in contract or in tort, obligationsin law or in equity, claims or granted by statute) for any claims, counter-claims, causes of action based uponaction, in respect of, obligations or liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of the corporate veilits negotiation, by execution, performance or through a claim by or on behalf of any party hereto or otherwisebreach, and, (c) to the maximum extent permitted by Lawapplicable law, XLLC, on behalf of itself and its affiliates (including, after the Closing, Crede) and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each Contracting Party of the foregoing, hereby waives and releases all such liabilities, claims, counter-claims, causes of action and obligations against any such Nonparty Affiliates. Without Non-Recourse Party of Acuitas (d) to the maximum extent permitted by applicable law, Acuitas, on behalf of itself and its affiliates and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, hereby waives and releases all such liabilities, claims, counter-claims, causes of action and obligations against any such Non-Recourse Party of XLLC, (e) without limiting the foregoing, to the maximum extent permitted by Lawapplicable law, XLLC, on behalf of itself and its affiliates (including, after the Closing, Crede) and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, (ai) each Contracting Party hereby waives and releases any and all rights, claims, counter-claims, demands or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party Acuitas or otherwise impose liability of a Contracting Party Acuitas on any Nonparty AffiliateNon-Recourse Party of Acuitas, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, undercapitalization or otherwise and (bii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Non-Recourse Party of Acuitas with respect to entering into, or the performance of of, this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement, and (f) without limiting the foregoing, to the maximum extent permitted by a Nonparty Affiliate applicable law, Acuitas, on behalf of itself and its affiliates and the directors, managers, officers, employees, consultants, financial advisors, counsel, accountants and other representatives and agents of each of the foregoing, (i) hereby waives and releases any and all rights, claims, counter-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 XLLC or otherwise impose liability of XLLC on any Non-Recourse Party of XLLC, 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 (ii) disclaims any reliance upon any Non-Recourse Party of XLLC with respect to entering into, or the performance of, this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter For purposes of this Agreement, the Existing Employment Agreement “Non-Recourse Party” means, with respect to a party, any of such party’s former, current and future equityholders, controlling Persons, directors, officers, employees, agents, representatives, affiliates, members, managers, general or limited partners or assignees or successors (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement)any former, the Merger Agreement current or future equity holder, controlling Person, director, officer, employee, agent, representative, affiliate, member, manager, general or limited partner or assignee or successor of any of the other agreements or documents foregoing). The foregoing does not apply to be entered into among any the obligations of RE under Section 5.01 hereof and does not apply to the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoguaranty by RE.

Non-Recourse. All (a) Except for the liabilities and obligations of the parties to the Confidentiality Agreement, the Debt Commitment Letters, the Equity Commitment Letters, the Limited Guarantee and the Tender and Support Agreements under any of the foregoing Contracts to which they are expressly identified as parties, all claims, obligations, liabilities and liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, the Offer or the Merger, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as the parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, director, officer, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Representative or assignee of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, director, officer, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Representative or assignee of, or any financial advisor or lender to, or successor to, of any of the foregoing and the Debt Financing Sources, the Investors and the Guarantor (collectivelyeach, a “Nonparty AffiliatesNon-Recourse Party”), shall have any liabilityliability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this Agreement, whether the Offer or the Merger or based on, in respect of, or by reason of this Agreement, the Offer or through attempted piercing the Merger or the negotiation, execution, performance, or breach of this Agreement (other than, in each case, the liabilities and obligations of the corporate veilparties to the Confidentiality Agreement, by or through a claim by or on behalf the Debt Commitment Letters, the Equity Commitment Letters, the Limited Guarantee and the Tender and Support Agreements under any of any party hereto or otherwisethe foregoing Contracts to which they are expressly identified as parties), and, to the maximum extent permitted by Lawapplicable Laws, each Contracting Party Party, on behalf of itself and its Affiliates, hereby waives and releases all such liabilities, claims, causes of action action, and obligations against any such Nonparty AffiliatesNon-Recourse Party. Without limiting the foregoing, to the maximum extent permitted by Lawapplicable Laws, except as provided in the Confidentiality Agreement, the Debt Commitment Letters, the Equity Commitment Letters, the Limited Guarantee and the Tender and Support Agreements, (ai) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose impute or extend the liability of a Contracting Party on to any Nonparty AffiliateNon-Recourse Party, whether granted by based on statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (bii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates Non-Recourse Party with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything . (b) Without limiting the foregoing, subject to the contrary herein, no party hereto hereby waives any right rights of the parties to enforce its rights granted hereunder or granted the Debt Commitment Letter under the Closing Agreementsterms thereof, none of the Governance Agreementsparties hereto, the Letter solely in their respective capacities as parties to this Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement nor or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates Related Parties, shall have any rights or claims against Debt Financing Sources, solely in their respective capacities as lenders in connection with the Transactions Debt Financing, and the Debt Financing Sources, solely in their respective capacities as such lenders, shall not have any rights or claims against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of their respective Related Parties in connection with this Agreement or the terms thereofFinancing, against any other party theretowhether at law or in equity, in contract, in tort or otherwise.

Non-Recourse. All claims, obligations, liabilities and Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation, warranty, covenant or agreement made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and are those solely of) the Persons that are expressly identified as parties in Seller and the preamble and signatories to this Agreement Buyer (collectively, the “Contracting Parties”). No Except as set forth in any Contract currently in effect between a Contracting Party and a Nonparty Affiliate, no Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, Affiliate of Seller or any financial advisor or lender to, or successor to, any Contracting Party, Buyer or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liabilityliability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, Liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of the corporate veilits negotiation, by execution, performance, or through a claim by or on behalf of any party hereto or otherwisebreach, and, to the maximum extent permitted by Law, each Contracting Party (and in the case of each of Seller and Buyer, on behalf of itself and any of its subsidiaries and Affiliates, and their respective directors, officers, employees, agents, advisors and Representatives) hereby waives and releases all such liabilitiesLiabilities, claims, causes of action action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party and in the case of each of Seller and Buyer, on behalf of itself and any of its subsidiaries and Affiliates, and their respective directors, officers, employees, agents, advisors and Representatives, hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party 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 otherwise, and (b) each Contracting Party (and in the case of each of Seller and Buyer, on behalf of itself and any of its subsidiaries and Affiliates, and their respective directors, officers, employees, agents, advisors and representatives) disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation representation, warranty, covenant or warranty agreement made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything the foregoing, nothing in this Section 9.16 shall limit the ability of a party to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions bring a claim for Fraud against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoanother party.

Non-Recourse. All claimsthis Agreement may only be enforced against, obligations, liabilities and causes any claim or cause of action based upon, in respect of, arising under, by reason out of, or in connection with, or relating related in any manner to this Agreement or the transactions contemplated hereby may only be made only against (and are those solely of) brought against, the Persons entities that are expressly identified named as parties Parties in the preamble and signatories to of this Agreement (the “Contracting Parties”)) and then only with respect to the specific obligations set forth herein with respect to such Contracting Party. No Person who that is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Representative or assignee of, Affiliate of any Contracting Party or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesAffiliate”), shall have any liabilityliability (whether in contract, obligationstort, claims at law or in equity, or granted by statute or otherwise) for any claims, causes of or action or other obligations or liabilities arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby, or based uponon, in respect of, arising under, or by reason ofof this Agreement or its negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to breach. To the maximum extent permitted by applicable Law, (a) each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and other obligations and liabilities against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (ab) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting 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 otherwise, and (bc) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All Each Party agrees, on behalf of itself and its Affiliates and its and their respective Representatives, that all proceedings, claims, obligations, liabilities and or causes of action (whether in contract or in tort, at law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate to (i) this Agreement or the Transactions, (ii) the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in as an inducement to, this Agreement), (iii) any manner to breach or violation of this Agreement and (iv) any failure of the Transactions to be consummated, in each case, may be made only against (and are those solely of) the Persons that that, with respect to this Agreement, are expressly identified herein as parties in the preamble and signatories Parties to this Agreement (and, with respect to any other agreement delivered or executed in connection herewith, that are parties to such agreement, in each case in accordance with, and subject to the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee terms and conditions of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any the applicable agreement. In furtherance and not in limitation of the foregoing foregoing, and notwithstanding anything contained in this Agreement to the contrary, each Party covenants, agrees and acknowledges, on behalf of itself and its respective Affiliates and its and their respective Representatives, that no recourse under this Agreement or in connection with any Transactions shall be sought or had against any other Person (collectivelyeach, a “Nonparty AffiliatesNon-recourse Party”), ) and no Non-recourse Party shall have any liabilityliabilities or obligations (whether in contract or in tort, obligations, claims at law or causes of action based upon, in respect of, arising under, by reason of, in connection withequity or otherwise, or relating in any manner to this Agreementgranted by statute or otherwise, whether by or through attempted piercing of the corporate veilcorporate, by limited partnership or through a claim by limited liability company veil or on behalf of any party hereto other theory or doctrine, including alter ego or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, ) for any claims, causes of action and action, obligations against any such Nonparty Affiliates. Without limiting the foregoingor liabilities arising under, out of, in connection with or related to the maximum extent permitted by Lawitems in the immediately preceding clauses (i) through (iv), (a) each Contracting Party hereby waives it being expressly agreed and releases any and all rightsacknowledged that no personal liability or losses whatsoever shall attach to, claims, demands be imposed on or causes of action that may otherwise be available at Law incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in equitythe immediately preceding clauses (i) through (iv), or granted by statutein each case, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliateexcept for claims that Merger Sub, whether granted by statute or based on theories of equityParent, agencyQHP Capital, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and L.P. (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates solely with respect to the performance of this Non-Disclosure Agreement) or the Company, as applicable, may assert (A) against another Person that is a party to, and solely pursuant to the terms and conditions of, the Non-Disclosure Agreement or any representation Support Agreement and (B) against Merger Sub, Parent or warranty made by a Nonparty Affiliate in, the Company in connection accordance with, or as an inducement and pursuant to the terms and conditions of, this Agreement. Notwithstanding anything to The Parties acknowledge and agree that the contrary herein, no Non-recourse Parties are intended third-party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 10.15.

Non-Recourse. All Subject to the rights of the parties to the Financing Commitment Letters, (a) all claims, obligations, liabilities and liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No , and (b) no Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, member, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee representative of, or and any financial advisor or lender to, or successor Debt Financing Source to, any Contracting Party, the Equity Financing Source, or any current, former or future director, officer, employee, incorporator, member, partner, manager, member, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee representative of, or and any financial advisor or lender to, or successor Debt Financing Source to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liabilityliability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this AgreementAgreement or based on, whether in respect of, or by reason of this Agreement or through attempted piercing of the corporate veilits negotiation, by execution, performance, or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Applicable Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary hereinin this Section 10.16, in no party hereto hereby waives event shall the foregoing be construed (i) to waive any right claim of Buyer or the Companies against the Debt Financing Sources pursuant to enforce its rights granted hereunder the Debt Commitment Letter or granted under the Closing AgreementsDebt Financing Agreements related to the Debt Financing or the transactions contemplated thereunder or (ii) to waive any claim of Holdco, Buyer or Seller against the Governance Agreements, Equity Financing Source pursuant to the Letter Investment Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, at Law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating related in any manner to this Agreement or the Related Agreements may be made only against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing ’s Representatives (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract or in tort, obligationsat Law or in equity, claims or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or Affiliates) for any claims, causes of action action, obligations or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or the Related Agreements or based uponon, in respect of, arising under, or by reason ofof this Agreement or the Related Agreements or their negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or the Related Agreements or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any the Related Agreements. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 10.11.

Non-Recourse. All claimsExcept in connection with any acts or omissions of Fraud or fraudulent conveyance, obligationsthis Agreement may only be enforced against, liabilities and causes any claim or cause of action based upon, in respect of, arising under, by reason out of, or in connection with, or relating related in any manner to this Agreement or the transactions contemplated hereby may only be made only against (and are those solely of) brought against, the Persons entities that are expressly identified named as parties Parties in the preamble and signatories to of this Agreement (the “Contracting Parties”)) and then only with respect to the specific obligations set forth herein with respect to such Contracting Party. No Except in connection with any acts or omissions of Fraud or fraudulent conveyance, no Person who that is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir Representative or assignee of, Affiliate of any Contracting Party or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing (collectivelyeach, a “Nonparty AffiliatesAffiliate”), shall have any liabilityliability (whether in contract, obligationstort, claims at law or in equity, or granted by statute or otherwise) for any claims, causes of or action or other obligations or liabilities arising under, out of, or in connection with, or related in any manner to this Agreement or the transactions contemplated hereby, or based uponon, in respect of, arising under, or by reason ofof this Agreement or its negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to breach. To the maximum extent permitted by applicable Law, except in connection with any acts or omissions of Fraud or fraudulent conveyance, (a) each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and other obligations and liabilities against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (ab) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting 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 otherwise, and (bc) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating related in any manner to this Agreement or the Related Agreements may be made only against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement hereto or thereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract or in tort, obligationsin law or in equity, claims or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any claims, causes of action action, obligations or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or the Related Agreements or based uponon, in respect of, arising under, or by reason ofof this Agreement or the Related Agreements or their negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-party Affiliates with respect to the performance of this Agreement or the Related Agreements or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any the Related Agreements. The Parties acknowledge and agree that the Non-Party Affiliates are intended third-party beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 9.14.

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

Non-Recourse. All claims, obligations, liabilities and claims or causes of action (whether in contract or in tort, at Law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating related in any manner to this Agreement may be made only against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement hereto (the “Contracting Parties”). In no event shall any Contracting Party have any shared or vicarious Liability for the actions or omissions of any other Person. No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract or in tort, obligationsat Law or in equity, claims or granted by statute or based upon any theory that seeks to impose Liability of an entity party against its owners or affiliates) for any claims, causes of action action, obligations or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or based uponon, in respect of, arising under, or by reason ofof this Agreement or its negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to The Parties acknowledge and agree that the contrary herein, no Non-Party Affiliates are intended third-party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis Section 42.

Non-Recourse. All claimsActions (whether in contract or in tort, obligationsin Law or in equity, liabilities and causes of action or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, in connection be connected with, or relating related in any manner to this Agreement or the Transactions may be made only against (and are those solely ofexpressly limited to) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement Parties (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee Representative of, or any financial advisor or lender to, or successor to, any a Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any of the foregoing Party (collectively, “Nonparty Non-Party Affiliates”), shall have any liabilityLiability (whether in contract or in tort, obligationsin Law or in equity, claims or causes granted by statute or based upon any theory that seeks to impose Liability of action an entity party against its owners or Affiliates) for any Actions, obligations or Liabilities arising under, out of, in connection with or related in any manner to this Agreement or the Transactions or based uponon, in respect of, arising under, or by reason ofof this Agreement (or the negotiation, in connection withexecution, performance or relating in any manner to this Agreement, whether by breach thereof) or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, Transactions; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilitiesLiabilities, claims, causes of action claims and obligations against any such Nonparty Non-Party Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability Liability of a Contracting Party on any Nonparty Non-Party Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise otherwise, and (b) each Contracting Party disclaims any reliance upon any Nonparty Non-Party Affiliates with respect to the performance of this Agreement or the Transactions or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to The Parties acknowledge and agree that the contrary herein, no Non-Party Affiliates are intended third party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any beneficiaries of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretothis ‎Section 9.13.

Non-Recourse. All claimsNotwithstanding anything to the contrary herein, obligationsexcept to the extent otherwise set forth in the Limited Guarantee and the Equity Commitment Letter, liabilities (a) this Agreement may only be enforced against, and causes any claim or cause of action based upon, in respect of, arising under, by reason of, in connection with, out of or relating in any manner related to this Agreement Agreement, may only be made only brought against the Persons who are expressly named as Parties hereto (and are those solely of) then only with respect to the Persons that are expressly identified as parties in the preamble specific obligations set forth herein with respect to such Person), and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyno past, including any current, former present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee of, Representative of any Party has any liability for any obligations or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir or assignee of, or any financial advisor or lender to, or successor to, any liabilities of the foregoing (collectively, “Nonparty Affiliates”), shall have Parties or for any liability, obligations, claims or causes of action claim based uponon, in respect of, arising under, or by reason of, the transactions contemplated hereby, and (b) the Parties agree that none of the Financing Sources will have any liability to the Company or any of its Affiliates or Representatives, and none of the Company or any of its Affiliates or Representatives shall have any rights or claims against any of the Financing Sources, in each case, in any way relating to or arising out of this Agreement, the Debt Commitment Letter, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise; provided, however, that, notwithstanding the foregoing, nothing herein shall affect, modify or impair the rights, claims or remedies of Parent, Merger Sub or its Affiliates (including Parent’s post-Closing Subsidiaries), or the parties to the Commitment Letters (or definitive documentation with respect to the Financing), against the Financing Sources under the Debt Commitment Letter or such definitive documentation with respect to the Debt Financing, or otherwise in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement Debt Financing or any of the other agreements transactions contemplated thereby or documents to be entered into among the performance of any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoservices thereunder.

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

Non-Recourse. All claimsNotwithstanding anything that may be expressed or implied in this Agreement, obligations, liabilities and causes of action based upon, other than in respect ofof Fraud, arising under, by reason of, the Company agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with, or relating in any manner to with this Agreement may shall be made only had against (and are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Partyany former, including any current, former current or future director, officer, employee, incorporator, Affiliate, member, manager, partner, manager, stockholder, equityholder, Affiliateequity holder, agent, attorney, representative, financing source, heir attorney or assignee of, representative of any Parent Equityholder or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir successor or permitted assignee of, or of any financial advisor or lender to, or successor to, Parent Equityholder (excluding any Parent Equityholder who may be deemed to be a Non-Recourse Party of the foregoing another Parent Equityholder other than in its role as a Parent Equityholder itself) (collectively, “Nonparty AffiliatesNon-Recourse Parties”), as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall have attach to, be imposed on or otherwise be incurred by any liabilityNon-Recourse Parties, obligationsas such, claims for any obligation of any Parent Equityholder under this Agreement or causes of action any documents or instruments delivered in connection with this Agreement for any claim based uponon, in respect of, arising under, of or by reason of, in connection withof such obligations or their creation, or relating in any manner to otherwise by reason of this AgreementAgreement or its negotiation or execution or the transactions contemplated hereby, whether by or through attempted piercing of and the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to Company (and at and following the maximum extent permitted by Law, each Contracting Party hereby Closing the Surviving Corporation) waives and releases all such liabilities, claims, causes of action claims and obligations against any such Nonparty AffiliatesNon-Recourse Parties. Without limiting None of the foregoing, Financing Sources will have any liability to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands Parent or causes of action that may otherwise be available at Law its Affiliates relating to or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance arising out of this Agreement or any representation the Debt Financing, whether at law or warranty made by a Nonparty Affiliate inequity, in connection withcontract, in tort or as an inducement to this Agreement. Notwithstanding anything to the contrary hereinotherwise, no party hereto hereby waives and neither Parent nor any right to enforce of its Affiliates will have any rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or claims against any of the other agreements or documents to be entered into among any Financing Sources. Each of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other Non-Recourse Parties is expressly intended as a third party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any beneficiary of the terms thereof, against any other party theretothis provision of this Agreement.

Non-Recourse. All Except to the extent otherwise set forth in the Confidentiality Agreement or the Clean Team Agreement, each signatory to this Agreement on behalf of themselves and their respective Subsidiaries and Affiliates agree that all claims, obligations, liabilities and liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble and signatories to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor advisor, debt financing sources or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir representative or assignee of, or and any financial advisor or lender to, or successor to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liabilityliability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Confidentiality Agreement or the Clean Team Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Confidentiality Agreement or the Clean Team Agreement, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands demands, or causes of action that may otherwise be available at Law law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party 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 otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.968037.12

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

Non-Recourse. All Other than with respect to Retained Claims, all claims, obligations, liabilities and causes or cause of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement) may be made only against (and are those solely of) the Persons entities that are expressly identified as parties in the preamble and signatories to this Agreement (in the “Contracting Parties”)Preamble to this Agreement. No Person who is not a Contracting Partyother Person, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or any financial advisor or lender to, or successor to, any Contracting Party, party to this Agreement or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative, financing source, heir attorney or assignee representative of, or any financial advisor or lender to, or successor to, to any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liability, obligations, claims liabilities (whether in contract or causes of action based uponin tort, in respect of, arising under, by reason of, in connection with, or relating in any manner to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law law or in equity, or granted by statute) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to 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 this Agreement or based on theories on, in respect of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance by reason of this Agreement or its negotiation, execution, performance or breach, except for claims that the Company may assert: (i) against any representation or warranty made by a Nonparty Affiliate inPerson that is party to, in connection with, or as an inducement to this Agreement. Notwithstanding anything and solely pursuant to the contrary hereinterms of, no party hereto hereby waives any right confidentiality agreements with the Company; (ii) against the Guarantors (and their legal successors and assigns of their obligations thereunder) under, and pursuant to enforce its rights granted hereunder or granted under the Closing Agreementsterms of, the Governance AgreementsGuarantees; (iii) against each of the parties to the Equity Financing Commitments for specific performance of such party's obligations under its Equity Financing Commitment to fund its commitment thereunder in accordance with and pursuant to the terms thereof and Section 9.5(c); and (iv) against the Buyer Parties in accordance with and pursuant to the terms of this Agreement (the claims described in clauses (i) through (iv) collectively, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement“Retained Claims”), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party thereto.

Non-Recourse. All Notwithstanding anything that may be express or implied in this Agreement, any other Transaction Agreement or any other document or instrument contemplated hereby or thereby, by each Party’s acceptance of the benefits of this Agreement, each Party hereby acknowledges and agrees that all claims, obligations, liabilities and liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arising arise under, out or by reason of, be connected with, or relate in any manner to the Transaction Agreements, or the negotiation, execution, or performance of this Agreement or any other Transaction Agreement (including any representation or warranty made in, in connection with, or relating in any manner to as an inducement to, this Agreement Agreement), may be made only against (and are those solely ofexpressly limited to) the Persons entities that are expressly identified as parties in to the preamble and signatories to this applicable Transaction Agreement (the “Contracting Parties”). No Except for claims permitted in the foregoing sentence brought pursuant to Exh. 2.1-58 the terms of the applicable agreement under which such claims arise, no Person who is not a Contracting Party, including any currentpast, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholdershareholder, Affiliate, agent, attorney, representative, financing source, heir or assignee representative of, or and any financial advisor or lender to, or successor to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholdershareholder, Affiliate, agent, attorney, representative, financing source, heir or assignee representative of, or and any financial advisor or lender to, or successor to, any of the foregoing (collectively, “Nonparty Affiliates”), shall have any liabilityLiability (whether in contract or in tort, in law or in equity, or granted by statute or based upon any theory that seeks to impose Liability of a party against its owners or Affiliates, including through attempted piercing of the corporate veil) for any claims, causes of action, obligations, claims or causes of action based upon, in respect of, liabilities arising under, by reason out of, in connection with, or relating related in any manner to this Agreementthe Transaction Agreements or based on, whether in respect of, or by or through attempted piercing reason of the corporate veilTransaction Agreements or their negotiation, by execution, performance, or through a claim by or on behalf of any party hereto or otherwise, breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by 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 Each Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance Affiliate is an express third-party beneficiary of this Agreement or any representation or warranty made by a Nonparty Affiliate in, in connection with, or as an inducement to this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoSection 10.11.

Non-Recourse. All claimsThis Agreement may only be enforced against, obligations, liabilities and causes any claim or cause of action based upon, in respect arising out of, arising under, by reason of, in connection with, or relating in any manner related to this Agreement or the Transactions may only be made only against (and are those solely of) brought against, the Persons entities that are expressly identified named as parties hereto (and the Guarantors in accordance with the Guaranty and the Equity Commitment Letter) and then only with respect to the specific obligations set forth in this Agreement with respect to such party or, with respect to the Guarantors, set forth in the preamble and signatories to Guaranty or the Equity Commitment Letter, except that nothing in this Agreement will limit the rights and remedies of the Company and its Affiliates under the Confidentiality Agreement. Without limiting the Company’s rights and remedies under the Confidentiality Agreement, except for the Guarantors in accordance with the Guaranty and the Equity Commitment Letter (and then only to the “Contracting Parties”extent of the specific obligations undertaken by the Guarantors set forth in the Guaranty or the Equity Commitment Letter). No Person who is not a Contracting Party, including any current(x) no past, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateshareholder, agent, attorney, representativeadvisor, financing sourcerepresentative or Affiliate of any named party to this Agreement and (y) no past, heir or assignee of, or any financial advisor or lender to, or successor to, any Contracting Party, or any current, former present or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliateshareholder, agent, attorney, representativeadvisor, financing source, heir representative or assignee of, or any financial advisor or lender to, or successor to, Affiliate of any of the foregoing foregoing, and (collectively, “Nonparty Affiliates”), shall z) no other Financing Sources Related Party will have any liabilityliability (whether in contract, obligationstort, claims equity or causes otherwise) for any one or more of action the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent or Merger Sub under this Agreement (whether for indemnification or otherwise) or for any claim based upon, in respect ofon, arising under, by reason of, in connection with, out of or relating in any manner related to this AgreementAgreement or the Transactions. In no event shall the Company or any of its Affiliates, whether by and the Company agrees not to and to cause its CLI-202375011v3 Affiliates not to, seek to enforce this Agreement or through attempted piercing of the corporate veilDebt Financing against, by or through a claim by or on behalf of make any party hereto or otherwise, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance claims for breach of this Agreement or the Debt Financing against, assert any representation other right or warranty made by a Nonparty Affiliate in, in connection withclaim against or seek to recover monetary damages from, or as an inducement to otherwise ▇▇▇, any Financing Sources Related Party. The Financing Sources Related Parties are intended third-party beneficiaries of this Agreement. Notwithstanding anything to the contrary herein, no party hereto hereby waives any right to enforce its rights granted hereunder or granted under the Closing Agreements, the Governance Agreements, the Letter Agreement, the Existing Employment Agreement (as defined in the Letter Agreement and as specifically amended or superseded by the Letter Agreement), the Merger Agreement or any of the other agreements or documents to be entered into among any of the Investors, the Parent Entities, the Company Entities or their respective Affiliates in connection with the Transactions against any other party thereto, and any exhibits, schedules, or other attachment thereto and any documentation implementing any of the terms thereof, against any other party theretoSection 9.11.