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8. Reservation of claims of Original Contractor. The Parties acknowledge that the Original Contractor has disputed the termination of the Original Contract, and that the Owner and Original Contractor have disputes regarding pending change order requests and claims. The Owner acknowledges that nothing herein shall be deemed a waiver or release of the claims of the Original Contractor or the Surety (whether in its own capacity or as assignee or subrogee of the Original Contractor) against the Owner, and that all such claims are reserved, unimpaired. The Owner reserves all defenses to claims by the Original Contractor and the Surety. In the event that the termination of the Original Contractor is overturned or found wrongful by any court or in any arbitration proceeding, the Surety shall be entitled to a refund of the Surety Payment from the Owner, but only to extent ordered by court or arbitrator and in no case shall exceed the amount paid by Surety to the Owner in paragraph 4 above. 9. Surety is not Acting as a Contractor. The Owner acknowledges and recognizes that by participating in this Agreement, Surety is not a contractor, is not acting as a surety completing performance for a defaulted contractor and is not undertaking any responsibility for completing or overseeing the completion of the Project. 10. No Admission of Liability. It is understood and agreed that the payments and promises mentioned herein are not to be construed as an admission of liability on the part of Surety or the Owner, all such liability being expressly denied. 11. Reservation of Surety's Claims against the Original Contractor and Indemnitors. Nothing in this Agreement shall reduce, impair or diminish Surety's rights and claims against the Original Contractor or any indemnitor, which are expressly reserved. 12. No Third Party Beneficiaries. Nothing contained in this Agreement shall create any third -party beneficiaries nor confer any benefit or enforceable rights under this Agreement upon any person or entity other than the parties to this Agreement. 13. General Provisions. a. This Agreement contains the entire agreement between the Parties and supersedes any and all prior agreements, arrangements and/or understandings between the parties. b. The Parties and their signatories hereto warrant that each has the power and Owner to execute this Agreement. 5