Common use of No Recourse Clause in Contracts

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be is a partnership or limited liability companypartnership, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through theories of agency, alter ego, unfairness, undercapitalization or single business enterprise, by or through a claim by or on behalf of Parent or and/or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction Transactions are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against under (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges the separate corporate existence of Parent and Merger Sub and acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Other Guarantees, the Merger Agreement, the Equity Commitment Letter Letters, the Contribution and Support Agreement or the Transactions, including by piercing of the corporate (or limited partnership or limited liability company) veil, or by a claim by or on behalf of Parent or Merger Sub. The Guaranteed Party hereby covenants and agrees that, other than with respect to the Retained Claims, it shall not, and it shall cause its Affiliates not to, institute any proceeding or bring any claim in any way under, in connection with or in any manner related to the Transactions (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) against any Non-Recourse Party. No person other than the Guarantor, the Guaranteed Party and the Non-Recourse Parties shall have any rights or remedies under, in connection with or in any manner related to this Limited Guarantee or the transactions contemplated hereby. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be is a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through theories of agency, alter ego, unfairness, undercapitalization or single business enterprise, by or through a claim by or on behalf of Parent or and/or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment LetterContribution and Support Agreement), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction Transactions are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against under (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges the separate corporate existence of Parent and Merger Sub and acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Other Guarantees, the Merger Agreement, the Equity Commitment Letter Letters, the Contribution and Support Agreement or the Transactions, including by piercing of the corporate (or limited partnership or limited liability company) veil, or by a claim by or on behalf of Parent or Merger Sub. The Guaranteed Party hereby covenants and agrees that, other than with respect to the Retained Claims, it shall not, and it shall cause its Affiliates not to, institute any proceeding or bring any claim in any way under, in connection with or in any manner related to the Transactions (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) against any Non-Recourse Party. No person other than the Guarantor, the Guaranteed Party and the Non-Recourse Parties shall have any rights or remedies under, in connection with or in any manner related to this Limited Guarantee or the transactions contemplated hereby. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Guaranty or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited GuaranteeGuaranty, the Guaranteed Party agrees and acknowledges that (ai) no person (other than the Guarantor and any permitted assignees hereof) has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (bii) the Guaranteed Party has no right of recovery under this Limited Guarantee Guaranty or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (ciii) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction transaction contemplated thereby are its rights to recover from, and assert claims against, (iA) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (iiB) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee Guaranty (subject to the Cap to the extent applicable and the other limitations described herein), (iiiC) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees Guaranties and (ivD) the Guarantor parties under and the Other Guarantors and their respective successors and assigns under pursuant to Section 6 of the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”)Letter; provided that in the event the Guarantor (Ax) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (By) transfers or conveys all or a substantial portion of its his properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferCap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its his payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 9.07 of the Merger Agreement and Section 4 6 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee Guaranty and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee Guaranty shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment LettersLetter, this Limited Guarantee Guaranty or the Other Guarantees Guaranties shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee LLC Agreement (except in the case of the immediately succeeding sentence) or any document document, agreement, or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that any Party may be a partnership or limited liability company, each Party hereto, by its acceptance of the benefits of this Limited GuaranteeLLC Agreement, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Persons other than the Guarantor Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Parties (each, but excluding for the avoidance of doubt, the Parties, a “Non-Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such Party against the Non-Party Affiliates, by the enforcement of any assessment or by any Action, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Non-Party Affiliate, as such, for any obligations hereunder, notwithstanding that of the Guarantor may be a partnership or limited liability company, (b) the Guaranteed applicable Party has no right of recovery under this Limited Guarantee LLC Agreement or the transactions contemplated by this LLC Agreement, under any documents or instruments delivered contemporaneously herewith, in respect of any document oral representations made or instrument delivered alleged to be made in connection herewithherewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, a Non-Party Affiliate may have obligations under any documents, agreements or instruments delivered contemporaneously herewith or otherwise required by this LLC Agreement if such Non-Party Affiliate is party to such document, agreement or instrument. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this LLC Agreement may only be enforced against, and no personal liability shall attach toany claim or cause of action of any kind based upon, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managersarising out of, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantorrelated to this LLC Agreement, or any formerthe negotiation, current execution or future equity holderperformance of this LLC Agreement, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of may only be brought against the foregoing (each a “Persons that are expressly named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through Party Affiliate is expressly intended as a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms third party beneficiary of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse PartiesSection 12.15.

No Recourse. (a) The Guaranteed Party acknowledges and agrees that neither Parent nor Merger Sub has any assets other than their respective rights under the Merger Agreement and the agreements contemplated thereby, and that no funds are expected to be contributed to Parent or Merger Sub unless and until the Effective Time. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person (other than the Guarantor has Guarantors and any of their permitted assignees) have any obligations hereunder, notwithstanding under this Limited Guarantee and that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewithGuarantee, or for any claim based on, in respect of, or by reason of, on such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisorsgeneral or limited partners, representatives, Affiliates (other than any assignee under Section 6)managers, members, managers, or general or limited partners Affiliates of any of the GuarantorGuarantors, Parent, Parent or Merger Sub or any Other GuarantorSub, or any former, current or future equity holderholders, controlling personpersons, directordirectors, officerofficers, employeeemployees, agents, general or limited partnerpartners, membermanagers, manager, Affiliate (other than any assignee under Section 6), agent, advisormembers, or representative Affiliates of any of the foregoing (each of the foregoing, excluding Parent and any such persons that constitute a Guarantor hereunder or an assignee thereof, a “Non-Recourse Party” and, collectively, the “Non-Recourse Parties”), through Parent, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Lawlaw, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has otherwise, except in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, each case for (i) claims against the Guarantors and any permitted assignees under and to the extent provided in this Limited Guarantee and subject to the limitations set forth herein, (ii) claims against Parent and or Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) claims against Parent, and rights to specific performance against the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns Sponsors, under the Equity Commitment Letters pursuant to and Letter in accordance with the terms thereof and subject to the conditions of the Equity Commitment Letter (the claims against described in clauses (i) through (iii), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee letter agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guaranteeletter agreement, Parent covenants, agrees and acknowledges that no Person other than the Guaranteed Party Sponsor has any obligation hereunder. Without limiting the generality of the foregoing, and notwithstanding anything that may be expressed or implied in this letter agreement, or any document or instrument delivered in connection herewith, Parent, by its acceptance of the benefits of this letter agreement, covenants, agrees and acknowledges that (a) no person Person (other than the Guarantor Sponsor, Parent and their respective successors and permitted assignees) has any obligations hereunderobligation or liability hereunder (whether of an equitable, contractual, tort, statutory or other nature), and (b) notwithstanding that the Guarantor Sponsor may be a partnership or limited liability company, (b) the Guaranteed Party Parent has no right of recovery under this Limited Guarantee letter agreement or in under any document or instrument delivered in connection herewithherewith or in respect of any representations made or alleged to have been made in connection herewith or therewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no recourse shall be had against, and no personal liability shall attach to, the any former, current or future equity holdersdirect or indirect holder of any equity, stock, general or limited partnership or limited liability company interest, controlling personsPerson, management company, portfolio company, incorporator, director, officer, employee, agent, advisor, attorney, representative, Affiliate, members, managers, general or limited partners, shareholders, stockholders or assignees of the Sponsor (other than any permitted assignee under Section 9) or any former, current or future direct or indirect holder of any equity, stock, general or limited partnership or limited liability company interest, controlling Person, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, representatives, Affiliates (other than any assignee under Section 6)Affiliates, members, managers, or general or limited partners of any of the Guarantorpartners, Parentshareholders, Merger Sub stockholders or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate assignees (other than any permitted assignee under Section 6), agent, advisor, or representative 9) of any of the foregoing (each each, a “Non-Recourse Party”), through Parent, Merger Sub Sponsor or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent or Merger Sub Sponsor against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Party, whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth hereinotherwise. For the avoidance of doubt, none of the GuarantorSponsor, Parent, Merger Sub or Sub, the Other Guarantors Sponsors or their respective successors and assigns under the Merger Agreement, this letter agreement, the Equity Commitment Lettersother ECLs, this the Limited Guarantee or the Other Guarantees shall be a Non-Recourse PartiesParty.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Agreement or any document document, agreement, or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Limited GuaranteeAgreement, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Persons other than the Guarantor Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations hereunder, notwithstanding that of the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery applicable party under this Limited Guarantee Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any document oral representations made or instrument delivered alleged to be made in connection herewithherewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and no personal liability shall attach toany claim or cause of action of any kind based upon, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managersarising out of, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantorrelated to this Agreement, or any formerthe negotiation, current execution or future equity holderperformance of this Agreement, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of may only be brought against the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise entities that are expressly named as parties hereto and (c) the then only rights of recovery and claims that the Guaranteed Party has in with respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations specific obligations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant herein with respect to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and such party. Each Member Affiliate is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or expressly intended as a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms third-party beneficiary of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse PartiesSection 13.17.

No Recourse. Notwithstanding anything to the contrary Anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewithnotwithstanding, the Company, by its acceptance of the benefits of this Limited Guaranteehereof, the Guaranteed Party acknowledges and agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be signatory below is a partnership partnership, no recourse hereunder or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee any documents or in any document or instrument instruments delivered in connection herewithherewith may be had against any officer, agent or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any employee of the Limited Guarantor, Parentits general partner, Merger Sub its management company or any Other other guarantor or any partner or member of the Limited Guarantor, its general partner, its management company or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, memberaffiliate, manager, Affiliate (other than any assignee under Section 6), agent, advisorassignee, or representative of any of the foregoing (each any such Person or entity, a “Non-Recourse PartyRepresentative”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding proceeding, or by virtue of any statute, regulation or other applicable Lawlaw, against such continuing and (b) no personal liability whatsoever will attach to, be imposed on or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent otherwise be incurred by any of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash Limited Guarantor’s Representatives under this Limited Guarantee or any documents or instruments delivered in a de minimis amount and that no additional funds are expected to be contributed to Parent connection herewith or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of with the Merger Agreement and Section 4 or for any claim based on, in respect of the Equity Commitment Letter, recourse or by reason of such obligations or by their creation. Recourse against the Limited Guarantor under this Limited Guarantee and against any other limited guarantor pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees their written limited guarantees delivered contemporaneously herewith shall be the sole and exclusive remedy of the Guaranteed Party Company and all of its subsidiaries and affiliates against the Guarantor Limited Guarantor, the Limited Guarator Representatives, Parent and the Non-Recourse Parties Merger Sub in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Agreement or the Transactions, including by piercing of the corporate veil, transactions contemplated thereby or by a claim by or on behalf of Parent or Merger Subhereby. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) other than the Company and the Limited Guarantor any rights or remedies against any person including other than the Guarantor, except Company and the Limited Guarantor as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (ai) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (bii) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (collectively, but not including Guarantor, Holdco, Parent, Merger Sub, the Other Guarantors or any assignee under Section 6, or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters or the Other Guarantees, each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter, except against the Guarantor or Holdco), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (ciii) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (iA) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (iiB) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iiiC) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and Guarantees, (ivD) the Guarantor and Guarantor, Holdco, Parent, the Other Guarantors and Group & Cloud Limited and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof and the Merger Agreement and (E) Dr. Xx Xx and his successors and assigns under the Equity Commitment Letter between Dr. Xx Xx and Group & Cloud Limited pursuant to and in accordance with the terms thereof (claims against under (iA), (iiB), (iiiC), (D) and (ivE) collectively, the “Retained Claims”); provided that in the event the Guarantor (Ax) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (By) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferCap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment LetterLetters, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed The Guarantor shall have no obligations under or implied in connection with this Limited Guarantee or any document or instrument delivered in connection herewith, Guaranty except as expressly provided by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal Guaranty. No liability shall attach to, and no recourse shall be had by the Guaranteed Party, any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them, under any theory of liability (including without limitation by attempting to xxxxxx a corporate or other veil or by attempting to compel any party to enforce any actual or purported right that they may have against any Person) against any former, current or future equity holders, controlling personsPerson, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), membersgeneral or limited partners, managers, members or general or limited partners of any Affiliates of the Guarantor, Parent, Merger Sub or any Other GuarantorParent, or any former, current or future equity holderholders, controlling personPersons, directordirectors, officerofficers, employeeemployees, agents, general or limited partnerpartners, membermanagers, manager, Affiliate (other than any assignee under Section 6), agent, advisor, members or representative Affiliates of any of the foregoing foregoing, excluding however the Guarantor, Parent and Merger Sub (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of ” and collectively the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any “Non-Recourse Party (including Parties”) in any claim to enforce way under or in connection with this Limited Guaranty, the Equity Commitment Letter)Merger Agreement, by the enforcement of any assessment other agreement or by any legal instrument executed or equitable proceeding, by virtue of any statute, regulation delivered in connection with this Limited Guaranty or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover fromtransactions contemplated hereby or thereby, and assert except for claims against, (i) against the Guarantor and its successors and assigns under this Limited Guaranty pursuant to the terms hereof, and (ii) for the avoidance of doubt, against Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters Merger Agreement pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (ivii) collectivelytogether, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. The Guaranteed Party acknowledges that Merger Sub has no assets other than certain contract rights and cash in a de minimis amount, and that no additional funds are expected to be contributed to Merger Sub unless and until the Closing occurs. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Guarantee, the Merger Agreement or any document other Transaction Agreement, or in any agreement or instrument delivered delivered, or statement made or action taken, in connection herewithwith or pursuant to the transactions contemplated by any of this Limited Guarantee, the Merger Agreement or any other Transaction Agreement or the negotiation, execution, performance or breach of this Limited Guarantee, the Merger Agreement or any other Transaction Agreements, notwithstanding any equitable, common law or statutory right or claim that may be available to the Guaranteed Party or any of its Affiliates, and notwithstanding the fact that the Guarantor may be a partnership, limited liability company corporation or other entity, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party, by executing this Limited Guarantee, acknowledges and agrees, on behalf of itself and the Guaranteed Party agrees and acknowledges Related Persons, that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party and it has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, hereunder against, no recourse shall be had hereunder against and no personal liability shall hereunder attach to, the Guarantor, any former, current or future equity holdersdirect or indirect holders of any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, representativesattorneys, Affiliates (other than any assignee successor(s) or permitted assignee(s) under Section 6), members, managers, or general or limited partners of any partners, stockholders, shareholders, representatives, successors or assignees of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employeedirect or indirect holders of any equity, general or limited partnerpartnership or limited liability company interest, membercontrolling persons, managermanagement companies, Affiliate portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, Affiliates (other than any assignee successor(s) or permitted assignee(s) under Section 6), agentmembers, advisormanagers, general or representative limited partners, stockholders, shareholders, representatives, successors or assignees of any of the foregoing (collectively, but not including the Guarantor, the Continuing Shareholder, 51 Elevate Limited, Merger Sub, the Other Guarantors or any permitted assignee under Section 6 hereof, or their respective successors and permitted assigns under the Transaction Agreements, collectively the “Non-Recourse Parties,” and each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim (whether at law or equity in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims otherwise, except for Retained Claims; provided, however, that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and notwithstanding anything to the extent expressly provided contrary in the Merger this Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled unfunded capital commitments which it is entitled to call is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or assessment, by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets No person other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent the Guarantor (or Merger Sub unless and until the Closing occurs. Other than as expressly provided any successors or permitted assignees under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter6), recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor (or any successors or permitted assignees under Section 6) and the Non-Recourse Parties in respect of shall have any liabilities rights or obligations arising remedies under, in connection with or in connection with, the Merger Agreement, the Equity Commitment Letter any manner related to this Limited Guarantee or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Subtransactions contemplated hereby. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person, including the Guaranteed Party or any of the Guaranteed Party (or any successors or permitted assignees under Section 6) Related Persons, any rights or remedies hereunder against any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies of the Guaranteed Party against the Guarantor (or any person including the Guarantor, except successors or permitted assignees under Section 6) as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. (a) The Guaranteed Party acknowledges that the sole assets of Parent and Merger Sub are its rights under the Merger Agreement, the Financing Documents and the Facility Agreement, and that no funds are expected to be contributed to either Parent or Merger Sub unless and until the Closing occurs. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that no Person (a) no person other than the Guarantor has and any permitted assignees thereof) have any obligations hereunderunder this Limited Guarantee and that, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewithGuarantee, or for any claim based on, in respect of, or by reason of, on such obligations or their creation, against, and no personal liability shall attach under this Limited Guarantee to, the former, current or future equity holders, controlling personsPersons, directors, officers, employees, agents, advisorsgeneral or limited partners, representatives, Affiliates (other than any assignee under Section 6)managers, members, managers, or general or limited partners of any Affiliates of the Guarantor, Parent, Merger Sub or any Other Guarantor, Parent or Merger Sub, or any former, current or future equity holderholders, controlling personPersons, directordirectors, officerofficers, employeeemployees, agents, general or limited partnerpartners, membermanagers, manager, Affiliate (other than any assignee under Section 6), agent, advisormembers, or representative Affiliates of any of the foregoing foregoing, excluding however the Guarantor itself or any permitted assignee thereof under and to the extent provided in this Limited Guarantee and subject to the limitations set forth herein (collectively, each of the non-excluded parties, a “Non-Recourse Party”), through Parent, Parent and/or Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through a claim by or on behalf of Parent or and/or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has otherwise, except in respect of the Merger Agreement or the Transaction are each case for its rights right to recover from, from the Guarantor and assert claims against, (i) Parent and Merger Sub any permitted assignees under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunderherein. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through theories of agency, alter ego, unfairness, undercapitalization or single business enterprise, by or through a claim by or on behalf of Parent or and/or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment LetterLetter or the Contribution and Support Agreement), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction Transactions are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against under (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges the separate corporate existence of Parent and Merger Sub and acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Other Guarantees, the Merger Agreement, the Equity Commitment Letter Letters, the Contribution and Support Agreement or the Transactions, including by piercing of the corporate (or limited partnership or limited liability company) veil, or by a claim by or on behalf of Parent or Merger Sub. The Guaranteed Party hereby covenants and agrees that, other than with respect to the Retained Claims, it shall not, and it shall cause its Affiliates not to, institute any proceeding or bring any claim in any way under, in connection with or in any manner related to the Transactions (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) against any Non-Recourse Party. No person other than the Guarantor, the Guaranteed Party and the Non-Recourse Parties shall have any rights or remedies under, in connection with or in any manner related to this Limited Guarantee or the transactions contemplated hereby. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Person other than the Guarantor has any obligations hereunderhereunder and that, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6)Affiliates, members, managers, or general or limited partners or assignees of any of the Guarantor, Parent, Merger Sub or any the Other GuarantorGuarantors, or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any Affiliate, agent or assignee under Section 6), agent, advisor, or representative of any of the foregoing (collectively, but not including Parent, Merger Sub and the Other Guarantors, each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any a claim to enforce the Equity Commitment LetterFinancing Commitments), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (c) the Guaranteed Party further covenants, agrees and acknowledges that the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction transactions contemplated thereby are its rights to recover from, and assert claims against, (i) from Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (and subject to the Cap to the extent applicable and the other limitations described herein), (iii) herein and the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunderGuarantees. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person Person other than the Guaranteed Party (including any person Person acting in a representative capacity) any rights or remedies against any person Person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (ai) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (bii) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any permitted assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any permitted assignee under Section 6), agent, advisor, or representative of any of the foregoing (collectively, but excluding Guarantor, Parent, Merger Sub, the Other Guarantors and any permitted assignee under Section 6, and their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters or the Other Guarantees, each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (ciii) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (iA) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (iiB) without duplication of the obligations referenced in clause (A) above, the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iiiC) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (ivD) the Guarantor and the Other Guarantors and their respective successors and assigns in respect of their respective obligations to make an equity contribution to HoldCo under the Equity Commitment Letters pursuant to and in accordance with the terms thereof and the Merger Agreement (claims against under (iA), (iiB), (iiiC) and (ivD) collectively, the “Retained Claims”); provided that in the event the Guarantor (Ax) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (By) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferCap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occursoccurs (other than funds to pay the Obligations unless such Obligations are directly satisfied by the Guarantor and the Other Guarantors pursuant to this Limited Guarantee and the Other Guarantees). Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment LetterAgreement, recourse for the Retained Claims against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates and any person purporting to claim by or through any of them or for the benefit of any of them against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter Agreement or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Person (other than the Guarantor and any permitted assignees hereof) has any obligations hereunderhereunder and that, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 66 hereof), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 66 hereof), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor Yiheng Capital, LLC and the Other Guarantors and their respective its successors and assigns under the Equity Commitment Letters Letter pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person Person and is not the continuing or surviving entity of such consolidation or merger merger, or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person Person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such personPerson, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person Person other than the Guaranteed Party (including any person Person acting in a representative capacity) any rights or remedies against any person Person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment LettersLetter, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. The Guaranteed Party acknowledges the separate limited liability company existence of each of Parent and Merger Sub and that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Guarantee, the Merger Agreement or any document other Transaction Agreement, or in any agreement or instrument delivered delivered, or statement made or action taken, in connection herewithwith or pursuant to the transactions contemplated by any of this Limited Guarantee, the Merger Agreement or any other Transaction Agreement or the negotiation, execution, performance or breach of this Limited Guarantee, the Merger Agreement or any other Transaction Agreements, notwithstanding any equitable, common law or statutory right or claim that may be available to the Guaranteed Party or any of its Affiliates, and notwithstanding the fact that the Guarantor may be a partnership, limited liability company corporation or other entity, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party, by executing this Limited Guarantee, acknowledges and agrees, on behalf of it and the Guaranteed Party agrees and acknowledges Related Persons, that (ai) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, and (bii) the Guaranteed Party it has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, no recourse shall be had against and no personal liability shall attach to, the any former, current or future equity holdersdirect or indirect holders of any equity, general or limited partnership or limited liability company interest, controlling persons, management companies, portfolio companies, incorporators, directors, officers, employees, agents, advisors, representativesattorneys, Affiliates (other than any permitted assignee under Section 6), members, managers, or general or limited partners partners, stockholders, shareholders, representatives, successors or assignees of any of the Guarantor, Parent, Merger Sub or any the Other GuarantorGuarantors, or any former, current or future equity holder, controlling person, director, officer, employeedirect or indirect holders of any equity, general or limited partnerpartnership or limited liability company interest, membercontrolling persons, managermanagement companies, Affiliate portfolio companies, incorporators, directors, officers, employees, agents, advisors, attorneys, Affiliates (other than any permitted assignee under Section 6), agentmembers, advisormanagers, general or representative limited partners, stockholders, shareholders, representatives, successors or assignees of any of the foregoing (collectively, but not including the Guarantor, Parent, Merger Sub, the Other Guarantors or any permitted assignee under Section 6 hereof, or their respective successors and permitted assigns under the Transaction Agreements, the “Non-Recourse Parties,” and each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim (whether at law or equity in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover fromotherwise, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “except for Retained Claims”); provided provided, however, that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or assessment, by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges Recourse against the Guarantor under this Limited Guarantee and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant subject to the terms of this Limited Guarantee limitations described herein, therein and in the Merger Agreement, including Section 8.06(h) thereof, against the Other Guarantors pursuant to the terms of the Other Guarantees Guarantees, and against Parent or Merger Sub under and in accordance with the Merger Agreement, in each case solely with respect to Retained Claims, shall be the sole and exclusive remedy remedies of the Guaranteed Party and all of its affiliates Affiliates and other Guaranteed Party Related Persons against Parent, Merger Sub, the Guarantor Guarantor, the Other Guarantors and the Non-Recourse Parties in respect of any liabilities or obligations in respect of, or for any claim based upon, arising underout of or related to, any Transaction Agreement or any of the transactions contemplated thereby, or in respect of any other document or theory of law or in equity, or in respect of any written or oral representations made or alleged to have been made in connection withherewith or therewith, the Merger Agreementwhether at law, the Equity Commitment Letter in equity, in contract, in tort or the Transactionsotherwise, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. No person other than the Guarantor, the Guaranteed Party and the Non-Recourse Parties shall have any rights or remedies under, in connection with or in any manner related to this Limited Guarantee or the transactions contemplated hereby. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than person, including the Guaranteed Party (including or any person acting in a representative capacity) of the Guaranteed Party Related Persons, any rights or remedies against any person including other than the Guarantor, except rights or remedies of the Guaranteed Party against the Guarantor as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. (a) The Guaranteed Party acknowledges and agrees that none of Parent or Mxxxxx Sub has any assets other than their respective rights under the Merger Agreement and the agreements contemplated thereby, and that no funds are expected to be contributed to Parent or Merger Sub until the Effective Time. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person (other than the Guarantor and any of its permitted assignees) has any obligations hereunder, notwithstanding under this Limited Guarantee and that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewithGuarantee, or for any claim based on, in respect of, or by reason of, on such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6)general partners, limited partners, managers, members, managersadvisors, attorneys, or general or limited partners Affiliates of any of the Guarantor, Parent, Parent or Merger Sub or any Other Guarantortheir respective Affiliates, or any former, current or future equity holderholders, controlling personpersons, directordirectors, officerofficers, employeeemployees, agents, representatives, general or partners, limited partnerpartners, membermanagers, manager, Affiliate (other than any assignee under Section 6), agent, advisormembers, or representative Affiliates of any of the foregoing (each of these persons, a “Non-Recourse Party” and collectively, the “Non-Recourse Parties”), through Parentthe Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through a claim by or on behalf of the Guarantor, Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and otherwise, except for claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, against (i) Parent and or Merger Sub under and pursuant to the extent expressly provided in terms of the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and pursuant to the extent expressly provided in terms of this Limited Guarantee (and subject to the Cap to conditions hereof (including the extent applicable and the other limitations described hereinMaximum Amount), (iii) the each Other Guarantors Guarantor under and pursuant to the terms of its Other Guarantee and subject to the conditions thereof (including the Maximum Amount as defined in such Other Guarantee), (iv) Parent and each Rollover Shareholder under and pursuant to the terms of the Support Agreement, and (v) each Sponsor pursuant to, in accordance with, and subject to the limitations set forth in the Equity Commitment Letter (the claims described in the foregoing clauses (i) through (v), whether or not against the Guarantor, Parent, Merger Sub, Rollover Shareholders, Other Guarantees and (iv) the Guarantor and the Other Guarantors and Guarantors, Sponsor and/or their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i)assigns, (ii), (iii) and (iv) collectively, the “Retained Claims”); provided , provided, that in the event the Guarantor (Ax) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (By) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) its payment obligations hereunder as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Sub, Rollover Shareholders, Other Guarantors Guarantors, Sponsor or their respective successors and permitted assigns under the Merger Agreement, the Support Agreement, the Other Guarantees, the Equity Commitment Letters, Letters or this Limited Guarantee or the Other Guarantees shall be a Non-Recourse PartiesParty.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, and notwithstanding the fact that the Guarantor may be a partnership or limited liability company, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party acknowledges and agrees and acknowledges that (a) no person Person other than the Guarantor (and its successors and permitted assigns) has any obligations obligation hereunder and that no recourse shall be had hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations obligation or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub the Guaranteed Party against any Non-Recourse Party (including any claim to enforce the Equity Commitment LetterSubscription Agreement), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover fromotherwise, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not except for any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties Guarantor, Other Guarantors, Parent or Merger Sub in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Transaction Agreements or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Subexcept for any Retained Claims. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party Person (including any person Person acting in a representative capacity) any rights or remedies against any person including Person other than the Guarantor, except Guarantor as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunderhereunder and that, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (collectively, but not including Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees, collectively, each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment LetterLetters), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (c) the Guaranteed Party further covenants, agrees and acknowledges that the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction transaction contemplated thereby are its rights to recover from, and assert claims against, from (ix) Parent and Merger Sub and their respective successors and assigns under and to the extent expressly provided in the Merger Agreement, (iiy) the Guarantor (but not any Non-Recourse Party) and its successors and assigns under and to the extent expressly provided in this Limited Guarantee (and subject to the Cap to the extent applicable and the other limitations described herein), (iii) herein and the Other Guarantors and their respective successors and assigns pursuant to and subject to the limitations set forth in the Other Guarantees Guarantees, and (ivz) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (ix), (ii), (iiiy) and (ivz) collectively, the “Retained Claims”); provided that in the event the Guarantor (Ai) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (Bii) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferCap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statutestatue, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the their Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Letters or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, or by a claim by on or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor (or its successors and assigns of its obligations hereunder) has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) other than with respect to any Retained Claim, the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability hereunder shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Amalgamation Sub or any Other GuarantorGuarantor (other than as an assignee under Section 6), or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Amalgamation Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Amalgamation Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Amalgamation Agreement or the Transaction Transactions are its rights to recover from, and assert claims against, (i) Parent and Merger Amalgamation Sub under and to the extent expressly provided in the Merger Amalgamation Agreement, (ii) the Guarantor and its successors and assigns of its obligations hereunder (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors and their respective successors and assigns pursuant to and subject to the limitations set forth in the Other Guarantees and Guarantees, (iv) the Guarantor Guarantor, Holdco, Parent and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof thereof, (v) Mx. Xxxxxxx Xxx and SAIF Partners IV L.P. and their respective successors and assigns under and to the extent provided in the Confidentiality Agreements, and (vi) Parent, Holdco, Mx. Xxxxxxx Xxx and SAIF Partners IV L.P. and their respective successors and assigns under and to the extent provided in the Support Agreement (claims against under (i), (ii), (iii), (iv), (v) and (iv) vi), collectively, the “Retained Claims”); provided that in the event the Guarantor (or its successor or assign of its obligations hereunder) (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s (or its successor’s or assign’s) remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, costs and expenses and Losses described in clauses clause (ii) and (iii) of the first sentence of Section 1(a) and in Section 1(c) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Amalgamation Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Amalgamation Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees The Retained Claims shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Amalgamation Agreement, the Support Agreement, the Equity Commitment Letter Letters or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Amalgamation Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Holdco, Amalgamation Sub or the Other Guarantors or their respective successors and assigns under the Merger Amalgamation Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (ai) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (bii) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any permitted assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any permitted assignee under Section 6), agent, advisor, or representative of any of the foregoing (collectively, but excluding Guarantor, Parent, Merger Sub, the Other Guarantors and any permitted assignee under Section 6, and their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters or the Other Guarantees, each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (ciii) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (iA) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (iiB) without duplication of the obligations referenced in clause (A) above, the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iiiC) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (ivD) the Guarantor and the Other Guarantors and their respective successors and assigns in respect of their respective obligations to make an equity contribution to HoldCo under the Equity Commitment Letters pursuant to and in accordance with the terms thereof and the Merger Agreement (claims against under (iA), (iiB), (iiiC) and (ivD) collectively, the “Retained Claims”); provided that in the event the Guarantor (Ax) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (By) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferCap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occursoccurs (other than funds to pay the Obligations unless such Obligations are directly satisfied by the Guarantor and the Other Guarantors pursuant to this Limited Guarantee and the Other Guarantees). Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment LetterLetters, recourse for the Retained Claims against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates and any person purporting to claim by or through any of them or for the benefit of any of them against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter Letters or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed The Guarantors shall have no obligations under or implied in connection with this Limited Guarantee or any document or instrument delivered in connection herewith, Guaranty except as expressly provided by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal Guaranty. No liability shall attach to, and no recourse shall be had by the Guaranteed Party, any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them, under any theory of liability (including without limitation by attempting to xxxxxx a corporate or other veil or by attempting to compel any party to enforce any actual or purported right that they may have against any Person) against any former, current or future equity holders, controlling personsPerson, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), membersgeneral or limited partners, managers, members or general or limited partners Affiliates of any of the Guarantor, Parent, Merger Sub or any Other GuarantorParent, or any former, current or future equity holderholders, controlling personPersons, directordirectors, officerofficers, employeeemployees, agents, general or limited partnerpartners, membermanagers, manager, Affiliate (other than any assignee under Section 6), agent, advisor, members or representative Affiliates of any of the foregoing foregoing, excluding however the Guarantors, Parent and Merger Sub (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of ” and collectively the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any “Non-Recourse Party (including Parties”) in any claim to enforce way under or in connection with this Limited Guaranty, the Equity Commitment Letter)Merger Agreement, by the enforcement of any assessment other agreement or by any legal instrument executed or equitable proceeding, by virtue of any statute, regulation delivered in connection with this Limited Guaranty or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover fromtransactions contemplated hereby or thereby, and assert except for claims against, (i) against any Guarantor and its successors and assigns under this Limited Guaranty pursuant to the terms hereof, (ii) for the avoidance of doubt, against Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Merger Agreement pursuant to the terms thereof, and (iii) against the Sponsor and its successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof Letter (claims against (i), (ii), ) and (iii) and (iv) collectivelytogether, the “Retained Claims”); provided that in the event the any Guarantor (Ax) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (By) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the such Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferMaximum Amount, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the such Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the such Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor (or its successors and assigns of its obligations hereunder) has any obligations hereunder, notwithstanding that the Guarantor may be is a partnership or limited liability companypartnership, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such the obligations of the Guarantor (or its successors and assigns of its obligations hereunder) hereunder or their creation, against, and no personal liability hereunder shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any the Other GuarantorGuarantors, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “"Non-Recourse Party”"), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership) veil, by or through theories of agency, alter ego, unfairness, undercapitalization or single business enterprise, by or through a claim by or on behalf of Parent or and/or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the this Limited Guarantee, the Other Limited Guarantee, the Equity Commitment Letters, the Merger Agreement or the Transaction Transactions are its rights to recover from, and assert claims against, (i) Parent and Merger Sub and their respective successor and assigns under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) and its successor and assigns of its obligations hereunder under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the each Other Guarantors Guarantor and its successor and assigns of its obligations under its Other Guarantee pursuant to and subject to the limitations set forth in the such Other Guarantees and Guarantee, (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof thereof, and (v) any Non-Recourse Party that is a party to, and solely pursuant to the terms of, the Confidentiality Agreements (claims against under (i), (ii), (iii), (iv) and (ivv) collectively, the “"Retained Claims”"); provided that in the event the Guarantor (or its successor or assign of its obligations hereunder) (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s 's (or its successor's or assign's) remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferCap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges the separate corporate existence of Parent and Merger Sub and acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees The Retained Claims shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Other Limited Guarantee, the Merger Agreement, the Equity Commitment Letter Letters or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. To the fullest extent permitted by Law, the Guaranteed Party, on behalf of itself and its Affiliates, hereby releases, remises and forever discharges all claims (other than Retained Claims) that the Guaranteed Party or any of its Affiliates and has had, now has or might in the future have against the Guarantor or any Non-Recourse Party arising in any way under, in connection with or in any manner related to this Limited Guarantee, the Other Limited Guarantee, the Merger Agreement, the Equity Commitment Letters or the Transactions. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. The Guaranteed Party acknowledges that the sole asset of Purchaser is cash in a de minimis amount, and that no additional funds are expected to be contributed to Purchaser unless and until the Acceptance Date. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that the Guarantor may be a partnership or limited liability company, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party acknowledges and agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party it has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, Guarantor or any former, current or future equity holder, controlling person, director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of the Guarantor or any former, current or future director, officer, employee, agent, general or limited partner, manager, Affiliate (other than any member, stockholder, affiliate or assignee under Section 6), agent, advisor, or representative of any of the foregoing (collectively, but not including Purchaser, each a “Non-Recourse PartyGuarantor Affiliate or Purchaser Affiliate”), through Parent, Merger Sub Purchaser or otherwise, whether by or through attempted piercing of the corporate (or limited liability company) veil, by or through a claim by or on behalf of Parent Purchaser against Guarantor or Merger Sub against any Non-Recourse Party Guarantor Affiliate or Purchaser Affiliate (including any a claim to enforce any of the commitment letters, each dated as of date hereof, from the Guarantor and the Other Guarantor, respectively, to Purchaser (the “Equity Commitment LetterLetters”), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Lawlaw, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are otherwise, except for its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) from the Guarantor (but not any Non-Recourse PartyGuarantor Affiliate or Purchaser Affiliate (including any general partner or managing member)) under and to the extent expressly provided in this Limited Guarantee (and subject to the Cap to the extent applicable and the other limitations described herein), (iii) herein and its rights against the Other Guarantors Guarantor pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunderwritten limited guarantee delivered contemporaneously herewith. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors Guarantor pursuant to the terms of the Other Guarantees its written limited guarantee delivered contemporaneously herewith shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties Other Guarantor and any of their respective Guarantor Affiliates or Purchaser Affiliates in respect of any liabilities or obligations the Obligation arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Acquisition Agreement or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Subtransactions contemplated thereby. Nothing set forth in this Limited Guarantee shall confer affect or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person Person, including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunderhereunder and that, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the Guarantor or the foregoing (collectively, but not including Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, the Other Equity Commitment Letters (as defined in the Equity Commitment Letters), this Limited Guarantee or the Other Guarantees, collectively, each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment LetterLetters or the Other Equity Commitment Letters), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (c) the Guaranteed Party further covenants, agrees and acknowledges that the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction transaction contemplated thereby are its rights to recover from, and assert claims against, from (ix) Parent and Merger Sub and their respective successors and assigns under and to the extent expressly provided in the Merger Agreement, (iiy) the Guarantor (but not any Non-Recourse Party) and its successors and assigns under and to the extent expressly provided in this Limited Guarantee (and subject to the Cap to the extent applicable and the other limitations described herein), (iii) herein and the Other Guarantors and their respective successors and assigns pursuant to and subject to the limitations set forth in the Other Guarantees Guarantees, and (ivz) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters and the Other Equity Commitment Letters, as applicable pursuant to and in accordance with the terms thereof (claims against (ix), (ii), (iiiy) and (ivz) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferCap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statutestatue, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the conditions to Closing occurs. Other than as expressly provided under Section 9.08 are satisfied or waived in accordance with the terms of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Agreement. Recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the their Other Guarantees and in each case, any applicable Equity Commitment Letter, shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Letters, the Other Equity Commitment Letters or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, or by a claim by on or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. (a) The Guaranteed Party acknowledges and agrees that neither Parent nor Merger Sub has any assets other than their respective rights under the Merger Agreement and the agreements contemplated thereby, and that no funds are expected to be contributed to Parent or Merger Sub unless and until the Effective Time. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person (other than the Guarantor has Guarantors and any of their permitted assignees) have any obligations hereunderunder this Limited Guarantee and that, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewithGuarantee, or for any claim based on, in respect of, or by reason of, on such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisorsgeneral or limited partners, representatives, Affiliates (other than any assignee under Section 6)managers, members, managers, or general or limited partners Affiliates of any of the GuarantorGuarantors, ParentHoldco, Merger Sub or any Other GuarantorParent, or any former, current or future equity holderholders, controlling personpersons, directordirectors, officerofficers, employeeemployees, agents, general or limited partnerpartners, membermanagers, manager, Affiliate (other than any assignee under Section 6), agent, advisormembers, or representative Affiliates of any of the foregoing foregoing, excluding however Holdco, Parent or any such persons that constitute a Guarantor hereunder or an assignee thereof (each of excluded parties, a “Non-Recourse Party” and collectively, the “Non-Recourse Parties”), through ParentHoldco, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through a claim by or on behalf of Holdco, Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Lawlaw, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has otherwise, except in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, each case for (i) claims against the Guarantors and any permitted assignees under and to the extent provided in this Limited Guarantee and subject to the limitations set forth herein, (ii) claims against Holdco, Parent and or Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) claims against Holdco, Parent or Merger Sub to cause the Other Guarantors pursuant Equity Financing to be funded in accordance with and subject to the limitations set forth contained in Section 9.07(b) of the Other Guarantees and Merger Agreement, (iv) the Guarantor and the Other Guarantors and their respective successors and assigns claims against Mr. Zishen Wu under the CEO Equity Commitment Letters pursuant to and Letter in accordance with the terms thereof and subject to the conditions to the CEO Equity Commitment Letter and (v) claims against Parent and the Rollover Shareholders to comply with the terms of the Voting Agreement (the claims described in clauses (i) through (v), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee letter agreement, or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guaranteeletter agreement, the Guaranteed Party Buyer covenants, agrees and acknowledges that (a) no person Person other than the Guarantor Sponsor has any obligations hereunderliability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that, notwithstanding that the Guarantor Sponsor or any of its successors or permitted assigns may be a partnership or limited liability companypartnerships, (b) the Guaranteed Party Buyer has no right of recovery under this Limited Guarantee letter agreement or in under any document or instrument delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability whatsoever shall attach to, the be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, incorporators, directors, officers, employees, advisors, agents, advisors, representatives, Affiliates (other than any assignee under to which this letter agreement is assigned pursuant Section 613 hereof), members, managers, managers or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, Sponsor or any former, current or future equity holderstockholder, controlling person, incorporator, director, officer, employee, advisor, general or limited partner, member, manager, Affiliate (other than any assignee under to which this letter agreement is assigned pursuant Section 613 hereof), agentfinancing source, advisorportfolio company, representative or representative agent of any of the foregoing and their successors or assigns (collectively, but not including Buyer, each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not be incurred by any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i)as such, (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with for any obligations of Sponsor or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to successors or permitted assignees under this letter agreement or any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costsdocuments or instruments delivered in connection herewith or for any claim based on, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veilof, or by a claim by or on behalf reason of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors such obligation or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Partiescreation.

No Recourse. (a) The Company acknowledges that the sole assets of Parent and Merger Sub are cash in a de minimus amount and its rights under the Merger Agreement, and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection contemporaneously herewith, by its acceptance of and notwithstanding the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding fact that the Guarantor may be a partnership or limited liability company, (b) by its acceptance of the Guaranteed Party benefits of this Guarantee, the Company acknowledges and agrees that it has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling personsstockholders, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6)affiliates, members, managers, or general or limited partners of any or assignees of the Guarantor, Parent, Parent or Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling personstockholder, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any affiliate, agent or assignee under Section 6), agent, advisor, or representative of any of the foregoing (collectively, but not including Guarantor, Parent or Merger Sub, each a “Non-Recourse Party”an "Affiliate"), or, other than its right to recover from Guarantor for up to the amount of the Obligations (subject to the Cap and the other limitations described herein), Guarantor, Parent or Merger Sub, through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate corporate, partnership or limited liability company veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party an Affiliate, Guarantor, Parent or Merger Sub (including any a claim to enforce the Equity Commitment Letter)commitment letter dated as of the date hereof from the Guarantor and the Other Guarantors to Parent) arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Lawlaw, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunderotherwise. The Guaranteed Party acknowledges Company hereby covenants and agrees that Parent it shall not institute, directly or indirectly, and Merger Sub have no assets shall cause its respective affiliates not to institute, any proceeding or bring any other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations claim arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Agreement or the Transactionstransactions contemplated thereby or otherwise relating thereto, including by piercing against an Affiliate or, other than its right to recover from Guarantor for up to the amount of the corporate veilObligations (subject to the Cap and the other limitations described herein), or by a claim by or on behalf of Guarantor, Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. (a) The Guaranteed Party acknowledges that the sole assets of Parent and Merger Sub are cash in a de minimis amount and its rights under the Merger Agreement, and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Acceptance Date. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that one or both of the Guarantors may be a partnership, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party acknowledges and agrees and acknowledges that (a) no person other than the Guarantor neither it nor any of its affiliates has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling personsstockholders, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6)affiliates, members, managers, or general or limited partners or assignees of any of the either Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling personstockholder, director, officer, employee, member, manager, general or limited partner, memberaffiliate, manager, Affiliate (other than any agent or assignee under Section 6), agent, advisor, or representative of any of the foregoing (collectively, but not including either Guarantor, Parent or Merger Sub, each a “Non-Recourse Party”), through or, other than its right to enforce this Guarantee and recover hereunder, the Guarantors, Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Lawlaw, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunderotherwise. The Guaranteed Party acknowledges hereby covenants and agrees that Parent it shall not institute, directly or indirectly, and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of cause its affiliates against the Guarantor and the Non-Recourse Parties in respect of not to institute, directly or indirectly, any liabilities proceeding or obligations bring any other claim arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Agreement or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, against either Guarantor or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse PartiesParty, except for claims against the Guarantors under this Guarantee (subject to the limitations contained herein and except as provided in Section 2 of this Guarantee.

No Recourse. Notwithstanding anything to the contrary that may be expressed Each Guarantor shall have no obligations under or implied in connection with this Limited Guarantee or any document or instrument delivered in connection herewith, except as expressly provided by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal . No liability shall attach to, and no recourse shall be had by the Guaranteed Party, any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them, under any theory of liability (including, without limitation, by attempting to xxxxxx a corporate or other veil or by attempting to compel any party to enforce any actual or purported right that they may have against any Person) against any former, current or future equity holders, controlling personsPerson, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), membersgeneral or limited partners, managers, members or general or limited partners Affiliates of any of the Guarantor, Parent, Merger Sub or any Other GuarantorParent, or any former, current or future equity holderholders, controlling personPersons, directordirectors, officerofficers, employeeemployees, agents, general or limited partnerpartners, membermanagers, manager, Affiliate (other than any assignee under Section 6), agent, advisor, members or representative Affiliates of any of the foregoing foregoing, excluding however the Guarantors, Parent, Merger Sub, Rollover Shareholders and their respective successors and assigns (each each, a “Non-Recourse Party”), through Parentand collectively, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any “Non-Recourse Party (including Parties”) in any claim to enforce way under or in connection with this Limited Guarantee, the Equity Commitment Letter)Merger Agreement, by the enforcement of any assessment other agreement or by any legal instrument executed or equitable proceeding, by virtue of any statute, regulation delivered in connection with this Limited Guarantee or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover fromtransactions contemplated hereby or thereby, and assert except for claims against, (i) against the Guarantors and their respective successors and assignees under and to the extent provided in this Limited Guarantee, the Share Subscription Agreement, and the Rollover Agreement, in each case, pursuant to the terms thereof, (ii) against Parent and or Merger Sub under and to the extent expressly provided in the Merger Agreement, and (iiiii) against Parent and the Guarantor (but not any Non-Recourse Party) Rollover Shareholders under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable Voting Agreement and the other limitations Rollover Agreement (the claims described hereinin clauses (i) through (iii), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunderhereunder and that, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (collectively, but not including Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, the Other Equity Commitment Letters (as defined in the Equity Commitment Letters), this Limited Guarantee or the Other Guarantees, collectively, each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment LetterLetters or the Other Equity Commitment Letters), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (c) the Guaranteed Party further covenants, agrees and acknowledges that the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction transaction contemplated thereby are its rights to recover from, and assert claims against, from (ix) Parent and Merger Sub and their respective successors and assigns under and to the extent expressly provided in the Merger Agreement, (iiy) the Guarantor (but not any Non-Recourse Party) and its successors and assigns under and to the extent expressly provided in this Limited Guarantee (and subject to the Cap to the extent applicable and the other limitations described herein), (iii) herein and the Other Guarantors and their respective successors and assigns pursuant to and subject to the limitations set forth in the Other Guarantees Guarantees, and (ivz) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters and the Other Equity Commitment Letters, as applicable pursuant to and in accordance with the terms thereof (claims against (ix), (ii), (iiiy) and (ivz) collectively, the “Retained Claims”); provided that in the event the Guarantor (Ai) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (Bii) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferCap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statutestatue, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the conditions to Closing occurs. Other than as expressly provided under Section 9.08 are satisfied or waived in accordance with the terms of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Agreement. Recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the their Other Guarantees and in each case, any applicable Equity Commitment Letter, shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Letters, the Other Equity Commitment Letters or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, or by a claim by on or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person other than the Guarantor (and any permitted assignees hereof) has any obligations hereunderhereunder and that, notwithstanding that the Guarantor may be a partnership or partnership, limited liability companycompany or corporation, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 65), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 65), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment LetterLetters), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (c) the Guaranteed Party further covenants, agrees and acknowledges that the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction transactions contemplated thereby are its rights to recover from, and assert claims against, (ia) Parent and Merger Sub and their respective successors and assigns under and to the extent expressly provided in the Merger Agreement, (iib) the Guarantor (but not any Non-Recourse Party) and its successors and assigns under and to the extent expressly provided in this Limited Guarantee (and subject to the Cap to the extent applicable and the other limitations described herein), (iii) herein and the Other Guarantors and their respective successors and assigns pursuant to and subject to the Cap and the other limitations set forth in the Other Guarantees Guaranties, and (ivc) the Guarantor and the Other Guarantors and their respective successors and assigns under the applicable Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (ia), (ii), (iiib) and (ivc) collectively, the “Retained Claims”); provided that in the event the Guarantor (Ax) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (By) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) Cap as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and or Section 4 5 of the each Equity Commitment Letter, as applicable, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the their Other Guarantees Guaranties shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Letters, or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, or by a claim by on or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees Guaranties shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Person other than the Guarantor has any obligations hereunderhereunder and that, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewithGuarantee, or for any claim based on, in respect of, or by reason of, on such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates affiliates (other than any assignee under Section 67), members, managers, managers or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate affiliate (other than any assignee under Section 6), agent, advisor, 7) or representative agent of any of the foregoing (collectively, but not including Parent, Merger Sub and the Other Guarantors, each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any a claim to enforce the Equity Commitment LetterLetter of the Guarantor), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (c) the Guaranteed Party further covenants, agrees and acknowledges that the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction transactions contemplated thereby are its rights to recover from, and assert claims against, (i) from Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (and subject to the Cap to the extent applicable and the other limitations described herein), (iii) herein and the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i)Guarantees; provided, (ii)however, (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (Ai) consolidates with or merges with any other person Person and is not the continuing or surviving entity of such consolidation or merger or (Bii) transfers or conveys all or a substantial portion of its properties and other assets to any person Person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferCap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such personPerson, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the their Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Letters or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, veil or by a claim by or on behalf of Parent or Merger Sub. The Guaranteed Party hereby covenants and agrees that it shall not institute, and it shall cause its affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, the Equity Commitment Letters or the transactions contemplated thereby, against the Guarantor of any Non-Recourse Party except for claims against the Guarantor under this Limited Guarantee or arising in respect of the Confidentiality Agreement, dated October 3, 2006, between the Guarantor and the Guaranteed Party. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person Person other than the Guaranteed Party (including any person Person acting in a representative capacity) any rights or remedies against any person Person including the Guarantor, except as expressly set forth herein. For the avoidance The termination of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, Letter of the Guarantor shall have no effect on this Limited Guarantee or the Other Guarantees shall be Non-Recourse PartiesGuarantee.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person other than the Guarantor (and any permitted assignees hereof) has any obligations hereunderhereunder and that, notwithstanding that the Guarantor may be a partnership or partnership, limited liability companycompany or corporation, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 65), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 65), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (c) the Guaranteed Party further covenants, agrees and acknowledges that the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction transactions contemplated thereby are its rights to recover from, and assert claims against, (ia) Parent and Merger Sub and their respective successors and assigns under and to the extent expressly provided in the Merger Agreement, (iib) the Guarantor under and pursuant to Section 3 of the Equity Commitment Letter, (c) Parent and Rollover Holders under the Support Agreements; and (d) the Guarantor (but not any Non-Recourse Party) and its successors and assigns under and to the extent expressly provided in this Limited Guarantee (and subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof herein (claims against (i), (ii), (iiia) and (ivd) collectively, the “Retained Claims”); provided that in the event the Guarantor (Ax) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (By) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) Cap as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees The Retained Claims shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Letter, the Support Agreements, this Limited Guarantee or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, or by a claim by on or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment LettersLetter, and this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to All obligations, covenants, and agreements of the contrary that may be expressed or implied Agency contained in this Limited Guarantee or any document or instrument delivered Payment in connection herewithLieu of Tax Agreement shall be deemed to be the obligations, by its acceptance covenants and agreements of the benefits Agency and not of any member, officer, agent, servant or employee of the Agency in his individual capacity, and no recourse under or upon any obligation, covenant or agreement contained in this Payment in Lieu of Tax Agreement, or otherwise based upon or in respect of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right Payment in Lieu of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewithTax Agreement, or for any claim based on, thereon or otherwise in respect ofthereof, shall be had against any past, present or by reason offuture member, such obligations officer, agent (other than the Company), servant or their creationemployee, againstas such, of the Agency or any successor public benefit corporation or political subdivision or any person executing this Payment in Lieu of Tax Agreement on behalf of the Agency, either directly or through the Agency or any successor public benefit corporation or political subdivision or any person so executing this Payment in Lieu of Tax Agreement, it being expressly understood that this Payment in Lieu of Tax Agreement is a corporate obligation, and that no such personal liability whatever shall attach to, the formeror is or shall be incurred by, current or future equity holdersany such member, controlling personsofficer, directors, officers, employees, agents, advisors, representatives, Affiliates agent (other than any assignee under Section 6the Company), members, managers, servant or general employee of the Agency or limited partners of any successor public benefit corporation or political subdivision or any person so executing this Payment in Lieu of Tax Agreement under or by reason of the Guarantorobligations, Parentcovenants or agreements contained in this Payment in Lieu of Tax Agreement or implied therefrom; and that any and all such personal liability of, Merger Sub or and any Other Guarantorand all such rights and claims against, or any former, current or future equity holder, controlling person, directorevery such member, officer, employee, general or limited partner, member, manager, Affiliate agent (other than any assignee under Section 6the Company), agent, advisor, servant or representative of any employee under or by reason of the foregoing (each a “Non-Recourse Party”)obligations, through Parent, Merger Sub covenants or otherwise, whether by or through attempted piercing agreements contained in this Payment in Lien of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Tax Agreement or the Transaction are its rights to recover fromimplied therefrom are, and assert claims against, (i) Parent and Merger Sub under and to the extent permitted by law, expressly provided in the Merger Agreementwaived and released as a condition of, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectivelyas a consideration for, the “Retained Claims”); provided that execution of this Payment in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity Lieu of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied Tax Agreement by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse PartiesAgency.

No Recourse. Notwithstanding anything to This Agreement and the contrary that Ancillary Agreements may only be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewithenforced against, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim or cause of action based onupon, in respect arising out of, or by reason related to this Agreement or the Ancillary Agreements or the transactions contemplated hereby may only be brought against, the Persons that are expressly named as parties hereto or thereto and then only with respect to, and to the extent of, the specific obligations set forth herein and therein with respect to such party. Except to the extent a named party to this Agreement or the Ancillary Agreements (and then only to the extent of the specific obligations undertaken by such named party in this Agreement or their creation, against, the Ancillary Agreements and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6not otherwise), membersno past, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current present or future equity holder, controlling person, director, officer, employee, agent, attorney, Affiliate, member, manager, general or limited partner, stockholder, investor or assignee of any party to this Agreement, nor any past, present or future equity holder, controlling person, director, officer, employee, agent, attorney, Affiliate, member, manager, Affiliate (other than any general or limited partner, stockholder, investor or assignee under Section 6), agent, advisor, or representative of any of the foregoing foregoing, shall have any liability or obligation (each a “Non-Recourse Party”)whether in contract, through Parenttort, Merger Sub equity or otherwise, whether by ) for any one or through attempted piercing more of the corporate veilrepresentations, by warranties, covenants, agreements or through a claim by other obligations or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect liabilities of the Merger Sellers or the Buyer under this Agreement or the Transaction are its rights to recover from, and assert claims against, Ancillary Agreements (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with whether for indemnification or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iiiotherwise) of the first sentence of Section 1(a) as of the time of such transferor for any claim based on, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising underout of, or in connection with, the Merger related to this Agreement, the Equity Commitment Letter Ancillary Agreements or the Transactions, including by piercing of the corporate veil, transactions contemplated hereby or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Partiesthereby.

No Recourse. (a) The Guaranteed Party acknowledges and agrees that none of Parent or Xxxxxx Sub has any assets other than their respective rights under the Merger Agreement and the agreements contemplated thereby, and that no funds are expected to be contributed to Parent or Merger Sub until the Effective Time. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person (other than the Guarantor and any of its permitted assignees) has any obligations hereunder, notwithstanding under this Limited Guarantee and that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewithGuarantee, or for any claim based on, in respect of, or by reason of, on such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6)general partners, limited partners, managers, members, managersadvisors, attorneys, or general or limited partners Affiliates of any of the Guarantor, Parent, Parent or Merger Sub or any Other Guarantortheir respective Affiliates, or any former, current or future equity holderholders, controlling personpersons, directordirectors, officerofficers, employeeemployees, agents, representatives, general or partners, limited partnerpartners, membermanagers, manager, Affiliate (other than any assignee under Section 6), agent, advisormembers, or representative Affiliates of any of the foregoing (each of these persons, a “Non-Recourse Party” and collectively, the “Non-Recourse Parties”), through Parentthe Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through a claim by or on behalf of the Guarantor, Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and otherwise, except for claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, against (i) Parent and or Merger Sub under and pursuant to the extent expressly provided in terms of the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and pursuant to the extent expressly provided in terms of this Limited Guarantee (and subject to the Cap to conditions hereof (including the extent applicable and the other limitations described hereinMaximum Amount), (iii) the each Other Guarantors Guarantor under and pursuant to the terms of its Other Guarantee and subject to the conditions thereof (including the Maximum Amount as defined in such Other Guarantee), (iv) Parent and each Rollover Shareholder under and pursuant to the terms of the Support Agreement, and (v) each Sponsor pursuant to, in accordance with, and subject to the limitations set forth in the Equity Commitment Letter (the claims described in the foregoing clauses (i) through (v), whether or not against the Guarantor, Parent, Merger Sub, Rollover Shareholders, Other Guarantees and (iv) the Guarantor and the Other Guarantors and Guarantors, Sponsor and/or their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i)assigns, (ii), (iii) and (iv) collectively, the “Retained Claims”); provided , provided, that in the event the Guarantor (Ax) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (By) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) its payment obligations hereunder as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Sub, Rollover Shareholders, Other Guarantors Guarantors, Sponsor or their respective successors and permitted assigns under the Merger Agreement, the Support Agreement, the Other Guarantees, the Equity Commitment Letters, Letters or this Limited Guarantee or the Other Guarantees shall be a Non-Recourse PartiesParty.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Agreement or any document document, agreement, or instrument delivered contemporaneously herewith, each Partner hereto, covenants, agrees and acknowledges that with respect to the obligations of each of KKR and GSO hereunder, no Person other than KKR or GSO, as applicable, shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse therefor or under any documents, agreements, or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of KKR or GSO, as applicable, (or any of its successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of KKR or GSO, as applicable, (or any of its successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Partners (each, but excluding for the avoidance of doubt, the Partners, a “KKR Affiliate” or “GSO Affiliate”, as applicable), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the KKR Affiliates or GSO Affiliates, as applicable, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal Liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any KKR Affiliate or GSO Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, by its acceptance in respect of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may oral representations made or alleged to be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered made in connection herewithherewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Guaranty or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited GuaranteeGuaranty, the Guaranteed Party agrees and acknowledges that (ai) no person (other than the Guarantor and any permitted assignees hereof) has any obligations hereunderhereunder and that, notwithstanding that the Guarantor may be a partnership or limited liability company, (bii) the Guaranteed Party has no right of recovery under this Limited Guarantee Guaranty or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (ciii) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction transaction contemplated thereby are its rights to recover from, and assert claims against, (iA) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (iiB) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee Guaranty (subject to the Cap to the extent applicable and the other limitations described herein), (iiiC) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees Guaranties and (ivD) the Guarantor under and the Other Guarantors and their respective successors and assigns under pursuant to Section 6 of the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”)Letter; provided that in the event the Guarantor (Ax) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (By) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferCap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 9.07 of the Merger Agreement and Section 4 6 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee Guaranty and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee Guaranty shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment LettersLetter, this Limited Guarantee Guaranty or the Other Guarantees Guaranties shall be Non-Recourse Parties.

No Recourse. The Guaranteed Party acknowledges that the sole asset of Parent is cash in a de minimis amount, and its rights under the Merger Agreement, and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that a Guarantor may be a partnership or limited liability company, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party acknowledges and agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party it has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the formerany past, current present or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling personaffiliate, director, officer, employee, general or limited partnerincorporator, member, manager, Affiliate (other than any assignee under Section 6)partner, shareholder, agent, advisorattorney, representative or representative assignee of any Guarantor or any past, present or future affiliate, director, officer, employee, incorporator, member, manager, partner, shareholder, agent, attorney, representative or assignee of the foregoing (collectively, but not including Parent or Merger Sub, each a “Non-Recourse PartyGuarantor or Parent Affiliate”), through Parent, Merger Sub Parent or otherwise, whether by or through attempted piercing of the corporate (or limited liability company) veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party Guarantor or Parent Affiliate (including any a claim to enforce the Equity Commitment Letter)Buyer Group Commitments, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Lawlaw, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are otherwise, except for its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the from such Guarantor (but not any Non-Recourse PartyGuarantor or Parent Affiliate) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunderherein. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Recourse against the Guarantor Guarantors under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its subsidiaries and affiliates against the Guarantors and Guarantor and the Non-Recourse Parties or Parent Affiliates in respect of any liabilities or obligations obligation arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Agreement or the Transactions, including by piercing of the corporate veil, transactions contemplated thereby or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse PartiesGuarantee.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through theories of agency, alter ego, unfairness, undercapitalization or single business enterprise, by or through a claim by or on behalf of Parent or and/or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment LetterContribution and Support Agreement), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction Transactions are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against under (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges the separate corporate existence of Parent and Merger Sub and acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Other Guarantees, the Merger Agreement, the Equity Commitment Letter Letters, the Contribution and Support Agreement or the Transactions, including by piercing of the corporate (or limited partnership or limited liability company) veil, or by a claim by or on behalf of Parent or Merger Sub. The Guaranteed Party hereby covenants and agrees that, other than with respect to the Retained Claims, it shall not, and it shall cause its Affiliates not to, institute any proceeding or bring any claim in any way under, in connection with or in any manner related to the Transactions (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) against any Non-Recourse Party. No person other than the Guarantor, the Guaranteed Party and the Non-Recourse Parties shall have any rights or remedies under, in connection with or in any manner related to this Limited Guarantee or the transactions contemplated hereby. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed The Guarantor shall have no obligations under or implied in connection with this Limited Guarantee or any document or instrument delivered in connection herewith, Guaranty except as expressly provided by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal Guaranty. No liability shall attach to, and no recourse shall be had by the Guaranteed Party, any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them, under any theory of liability (including without limitation by attempting to pxxxxx a corporate or other veil or by attempting to compel any party to enforce any actual or purported right that they may have against any Person) against any former, current or future equity holders, controlling personsPerson, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), membersgeneral or limited partners, managers, members or general or limited partners of any Affiliates of the Guarantor, Parent, Merger Sub or any Other GuarantorParent, or any former, current or future equity holderholders, controlling personPersons, directordirectors, officerofficers, employeeemployees, agents, general or limited partnerpartners, membermanagers, manager, Affiliate (other than any assignee under Section 6), agent, advisor, members or representative Affiliates of any of the foregoing foregoing, excluding however the Guarantor, Parent and Merger Sub (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of ” and collectively the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any “Non-Recourse Party (including Parties”) in any claim to enforce way under or in connection with this Limited Guaranty, the Equity Commitment Letter)Merger Agreement, by the enforcement of any assessment other agreement or by any legal instrument executed or equitable proceeding, by virtue of any statute, regulation delivered in connection with this Limited Guaranty or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover fromtransactions contemplated hereby or thereby, and assert except for claims against, (i) against the Guarantor and their respective successors and assigns under this Limited Guarantee pursuant to the terms hereof, and (ii) for the avoidance of doubt, against Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters Merger Agreement pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (ivii) collectivelytogether, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. (a) The Guaranteed Party acknowledges that the sole assets of Parent and Merger Sub are its rights under the Merger Agreement and the Financing Documents, and that no funds are expected to be contributed to either Parent or Merger Sub unless and until the Closing occurs. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that no Person (a) no person other than the Guarantor has Guarantors and any permitted assignees thereof) have any obligations hereunderunder this Limited Guarantee and that, notwithstanding that the Guarantor Guarantors may be a partnership partnerships or limited liability companycompanies, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewithGuarantee, or for any claim based on, in respect of, or by reason of, on such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisorsgeneral or limited partners, representatives, Affiliates (other than any assignee under Section 6)managers, members, managers, or general or limited partners of any affiliates of the Guarantor, ParentGuarantors, Merger Sub or any Other GuarantorParent, or any former, current or future equity holderholders, controlling personpersons, directordirectors, officerofficers, employeeemployees, agents, general or limited partnerpartners, membermanagers, manager, Affiliate (other than any assignee under Section 6), agent, advisormembers, or representative affiliates of any of the foregoing foregoing, excluding however any such persons that constitute a Guarantor hereunder or an assignee thereof (collectively, each of the non-excluded parties, a “Non-Recourse Party”), through Parent, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Lawlaw, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has otherwise, except in respect of the Merger Agreement or the Transaction are each case for its rights right to recover from, from the Guarantors and assert claims against, (i) Parent and Merger Sub any permitted assignees under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary contained herein or otherwise, and except with respect to, and without limitation of, MPT’s obligations under the Limited Guaranty, this Agreement may only be enforced against, and any claims or causes of action that may be expressed based upon, arise out of or implied in relate to this Limited Guarantee Agreement, or any document the negotiation, execution or instrument delivered in connection herewith, by its acceptance of the benefits performance of this Limited GuaranteeAgreement or the Transactions, may only be made against the Guaranteed Party agrees entities and acknowledges Persons that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under are expressly identified as parties to this Limited Guarantee or Agreement in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, their capacities as such obligations or their creation, against, and no personal liability shall attach to, the former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6)general or limited partners, members, managers, agents or general or limited partners Affiliates of any of the Guarantor, Parent, Merger Sub party hereto or any Other GuarantorFinancing Source, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each each, a “Non-Recourse Party”)) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, through Parent, Merger Sub contract or otherwise) based on, whether by or through attempted piercing of the corporate veilin respect of, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)relating to, by the enforcement of any assessment or by any legal reason of, the Transactions or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of any representations made or alleged to be made in connection herewith. Without limiting the Merger foregoing and without limiting the rights of any party against the other parties hereto, and except with respect to, and without limitation of, MPT’s obligations under the Limited Guaranty, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or the Transaction are its rights seek to recover monetary damages from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to . Notwithstanding the extent expressly provided foregoing, nothing in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth Section 10.16 shall in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with any way limit or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of modify (x) any Financing Sources’ obligations to the Cap plus MPT Parties under the Debt Commitment Letter or any obligation of any Financing Source to MPT Parties, or (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount any obligations of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, ParentXxxxxxx, Merger Sub or the Other Guarantors their Affiliates under or their respective successors and assigns under pursuant to the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Agreement or any document or instrument delivered in connection herewithherewith (other than the Letters of Transmittal), by its acceptance of the benefits of this Limited GuaranteeAgreement, the Guaranteed each Party hereto covenants, agrees and acknowledges that (a) no person Persons other than the Guarantor has Parties hereto have any obligations liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that, notwithstanding that the Guarantor equity holders of the Parties or their respective managing members or general partners may be a partnership partnerships or limited liability companycompanies, (b) none of the Guaranteed Party Parties hereto has no any right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewithAgreement, or for any claim based onon such liabilities, in respect ofobligations, or by reason of, such obligations or their creation, commitments against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6)Affiliates, members, managers, managers or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, Parties or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative agent of any of the foregoing (collectively, but not including the Company, Parent or Merger Sub, each a “Non-Recourse Party”), through Parent, Merger Sub any of the Parties or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub any such Party against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) otherwise. Without limiting the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement foregoing, no claim will be brought or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied maintained by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors any of their Affiliates or any of their respective successors and or permitted assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be against any Non-Recourse PartiesParty that is not otherwise expressly identified as a party to this Agreement, and no recourse will be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements of any party hereto set forth or contained in this Agreement, any exhibit or schedule hereto, any other document contemplated hereby or any certificate, instrument, opinion, agreement or other document of the Company or any other Person delivered hereunder.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party The Company agrees and acknowledges that (a) no person Person other than the Guarantor Guarantors has any obligations hereunderhereunder and that, notwithstanding that the Guarantor Guarantors may be a partnership or limited liability companypartnerships, (b) the Guaranteed Party Company hereunder has no remedy, recourse or right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewithagainst, or for any claim based oncontribution from, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or i) any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerpartners, stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, Affiliate director, employees, agents, controlling persons, assignee or Affiliates of any Guarantor, (other than ii) Parent or Merger Sub, (iii) any assignee under Section 6)lender or prospective lender, agentlead arranger, advisorarranger, agent or representative of or to Parent or Merger Sub or (iv) any former, current or future general or limited partners, stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents, attorneys, controlling persons, assignee or Affiliates of any of the foregoing (each a those persons and entities described in the foregoing clauses (i), (iii) and (iv) being referred to herein collectively as “Non-Recourse PartyGuarantor Affiliates”), through Parentany Guarantor, Parent or Merger Sub or otherwise, 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 of any Guarantor, Parent or Merger Sub against any Non-Recourse Party (including Guarantor or any claim to enforce the Equity Commitment Letter)Guarantor Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Lawlaw, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are otherwise, except for its rights to recover from, and assert claims against, (i) Parent and Merger Sub against the Guarantors under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein)Guarantee; provided, (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i)however, (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the any Guarantor (Ai) consolidates with or merges with any other person Person and is not the continuing or surviving entity of such consolidation or merger merger, or (Bii) transfers or conveys all or a substantial portion of its properties and other assets to any person Person such that the aggregate sum of the all of such Guarantor’s remaining net assets plus uncalled capital is less than the sum such Guarantor’s Pro Rata Share of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferObligations, then, and in each such case, the Guaranteed Party Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statutestatue, regulation or other applicable Lawlaw, against such continuing or surviving entity or such personPerson (in either case, a “Successor Entity”), as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the unpaid liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant hereunder up to the terms portion of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy amount of the Guaranteed Party and all of its affiliates against the Obligations for which such Guarantor and the Non-Recourse Parties is liable, as determined in respect of any liabilities or obligations arising underaccordance with this Limited Guarantee. As used herein, or in connection withunless otherwise specified, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee term Guarantor shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the include such Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties’s Successor Entity.

No Recourse. The Guaranteed Party acknowledges and agrees that, as of the date hereof, neither Parent nor Merger Sub has any assets other than their respective rights under the Merger Agreement and the Equity Commitments, and that no additional funds are expected to be contributed to Parent unless and until the Acceptance Time occurs. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewithherewith or otherwise, and notwithstanding the fact that the Guarantors may each be a partnership, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party acknowledges and agrees and acknowledges that (a) no person Person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) Guarantors and the Guaranteed Party (and their respective successors and permitted assigns) has any rights or obligations hereunder and that no right of recovery recourse shall be had hereunder or under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or and future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6)Affiliates, members, managers, or general or limited partners partners, representatives or successors or assignees of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, agent, Affiliate (other than Parent or Merger Sub), member, manager, general or limited partner, memberrepresentative, manager, Affiliate (other than any successor or assignee under Section 6), agent, advisor, or representative of any of the foregoing (such parties (excluding, for the avoidance of doubt, Parent and Merger Sub), each a “Non-Recourse Party”, and collectively the “Non-Recourse Parties”), through Parent, Merger Sub Parent or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent or Merger Sub the Guaranteed Party against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Lawlaw, or otherwise and otherwise, except for (cw) the only rights of recovery and claims that by the Guaranteed Party has in respect against any of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub Guarantors under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (and subject to the Cap to the extent applicable and the other limitations described herein(“Retained Guarantee Claims”), (iiix) claims by the Other Guarantors Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement (“Retained Merger Agreement Claims”), (y) claims by the Guaranteed Party pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns its third-party beneficiary rights under the Equity Commitment Letters pursuant Letter, including its right to and cause the commitments under the Equity Commitment Letter to be funded in accordance with the terms thereof (claims against (i), (ii), (iii“Retained ECL Claims”) and (ivz) collectivelyclaims against Greenbriar Equity Group LLC under the Confidentiality Agreement (“Retained Confidentiality Claims”, the and together with Retained Guarantee Claims, Retained Merger Agreement Claims and Retained ECL Claims, “Retained Claims”); provided that . Notwithstanding the foregoing, in the event the a Guarantor (A) consolidates with or merges with any other person Person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person Person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum such Guarantor’s Pro Rata Amount of (x) the Cap plus (y) an amount equal less amounts paid by such Guarantor under this Limited Guarantee prior to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferevent), then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such personPerson (in either case, a “Successor Entity”), as the case may be. As used herein, but only if unless otherwise specified, the term “Guarantor” includes such Guarantor’s Successor Entity. Recourse against a Guarantor fails to satisfy its payment obligations hereunder and only solely with respect to the extent of Retained Guarantee Claims and the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Retained ECL Claims, against Parent or Merger Sub unless and until solely with respect to the Closing occurs. Other than as expressly provided under Section 9.08 of the Retained Merger Agreement Claims and Section 4 of the against Greenbriar Equity Commitment Letter, recourse against the Guarantor under and pursuant Group LLC solely with respect to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees Retained Confidentiality Claims shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor Guarantor, Parent, Merger Sub and the all Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger AgreementAgreement or any of the other agreements contemplated thereby, the Equity Commitment Letter or the Transactionstransactions contemplated thereby, including by piercing of and such recourse shall be subject to the corporate veil, or by a claim by or on behalf of Parent or Merger Sublimitations described herein and therein. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party Person (including any person Person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except Person other than Guarantors as expressly set forth herein. For Without limiting the avoidance foregoing, the Guaranteed Party hereby covenants and agrees that it shall not, and shall cause each of doubtits Subsidiaries and Affiliates not to, none of the Guarantor, Parent, Merger Sub and shall make or the Other Guarantors or cause to be made adequate provision such that their respective successors and assigns under assignees shall not, directly or indirectly, institute any proceeding or bring any claim arising under, or in connection with, this Limited Guaranty, the Merger Agreement, the Equity Commitment LettersLetter or the transactions contemplated hereby or thereby, against the Guarantor or any Non-Recourse Party except for (i) Retained Guarantee Claims brought by the Guaranteed Party against the Guarantors, (ii) Retained Merger Agreement Claims brought by the Guaranteed Party against Parent or Merger Sub, (iii) Retained ECL Claims brought by the Guaranteed Party against the Guarantors and (iv) Retained Confidentiality Claims brought by the Guaranteed Party against Greenbriar Equity Group LLC. The Guaranteed Party acknowledges that Guarantors are agreeing to enter into this Limited Guarantee or in reliance on the Other Guarantees provisions set forth in this Section 9. This Section 9 shall be Non-Recourse Partiessurvive the termination of this Limited Guarantee.

No Recourse. Notwithstanding anything to the contrary that may be expressed All Proceedings, obligations, Losses or implied causes of action (whether in this Limited Guarantee Contract, in tort, in Law or any document in equity, or instrument delivered in connection herewith, granted by its acceptance statute whether by or through attempted piercing of the benefits of this Limited Guaranteecorporate, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a limited partnership or limited liability company, (bcompany veil) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim that may be based onupon, in respect of, arise under, out or by reason of, such obligations be connected with, or their creationrelate in any manner to (i) this Agreement, against(ii) the negotiation, execution or performance of this Agreement (including any representation or warranty made in connection with, or as inducement to, this Agreement), (iii) any breach or violation of this Agreement and (iv) any failure of the sale of the Membership Interests or any other transaction contemplated by this Agreement to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as parties to this Agreement (including any parties to a Joinder Agreement). In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to that contrary, each party hereto covenants, agrees and acknowledges that no personal liability recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall attach tobe had against any of the Sellers’, the Buyer’s, RW LSG Holdings or any of their respective Affiliates’ former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing assignees (each a “Non-Recourse Related Party” and collectively, the “Related Parties”), through Parentin each case other than the Sellers, Merger Sub the Buyer, RW LSG Holdings or otherwiseany of their respective successors and permitted assignees under this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or surviving entity or such personotherwise be incurred by any of the Related Parties, as such, for any obligation or liability of the case may beSellers, but only if the Guarantor fails to satisfy its payment Buyer, RW LSG Holdings or any of their respective Affiliates under this Agreement or any documents or instruments delivered in connection herewith or therewith for any claim based on, in respect of or by reason of such obligations hereunder and only to the extent of or liabilities or their creation; provided, however, nothing in this Section 10.14 shall relieve or otherwise limit the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent Sellers, the Buyer, RW LSG Holdings or Merger Sub unless and until the Closing occurs. Other than any Affiliate, as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Lettersuch, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all for any breach or violation of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities obligations under such agreements, documents or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Partiesinstruments.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Agreement or any document document, agreement, or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited liability company, each Member hereto, by its acceptance of the benefits of this Limited GuaranteeAgreement, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Persons other than the Guarantor Members shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Member (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Member (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Members (each, but excluding for the avoidance of doubt, the Members, a “Member Affiliate”}, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Member Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Member Affiliate, as such, for any obligations hereunder, notwithstanding that of the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery applicable party under this Limited Guarantee Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any document oral representations made or instrument delivered alleged to be made in connection herewithherewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and no personal liability shall attach toany claim or cause of action of any kind based upon, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managersarising out of, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantorrelated to this Agreement, or any formerthe negotiation, current execution or future equity holderperformance of this Agreement, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of may only be brought against the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise entities that are expressly named as parties hereto and (c) the then only rights of recovery and claims that the Guaranteed Party has in with respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations specific obligations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant herein with respect to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and such party. Each Member Affiliate is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or expressly intended as a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms third-party beneficiary of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse PartiesSection 13,17.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Person (other than the Guarantor Guarantors and any permitted assignees hereof) has any obligations hereunderhereunder and that, notwithstanding that the Guarantor Guarantors may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 66 hereof), members, managers, or general or limited partners of any of the GuarantorGuarantors, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 66 hereof), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor Guarantors (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Individual Cap and the Aggregate Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor Yiheng Capital, LLC and the Other Guarantors and their respective its successors and assigns under the Equity Commitment Letters Letter pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the any Guarantor (A) consolidates consolidate with or merges with any other person Person and is not the continuing or surviving entity of such consolidation or merger merger, or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person Person such that the aggregate sum of the such Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferits Individual Cap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such personPerson, as the case may be, but only if the such Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the such Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Recourse against the Guarantor Guarantors under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor Guarantors and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person Person other than the Guaranteed Party (including any person Person acting in a representative capacity) any rights or remedies against any person Person including the GuarantorGuarantors, except as expressly set forth herein. For the avoidance of doubt, none of the GuarantorGuarantors, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment LettersLetter, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Guaranty or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited GuaranteeGuaranty, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Person other than the each Guarantor has any obligations hereunderliabilities, obligations, commitments (whether known or unknown, whether due or to become due, or whether contingent or otherwise) hereunder and that, notwithstanding that the a Guarantor or its general partner (and any assignee permitted under Section 6 hereof) may be a partnership or limited liability companycompany or other form of entity, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee Guaranty, or any claim (whether in tort, contract or otherwise) based on such liabilities, obligations, commitments against, including in respect of any document oral representation made or instrument delivered alleged to be made in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, to or otherwise be incurred by the former, current or future equity holders, controlling personsPersons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee permitted under Section 66 hereof to which any obligations hereunder are actually assigned), members, managers, managers or general or limited partners of any of the Guarantor, Parent, Merger Sub Guarantors or any Other Guarantor, the Buyer or any former, current or future equity holderstockholder, controlling personPerson, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee permitted under Section 6), agent, advisor, 6 hereof to which any obligations hereunder are actually assigned) or representative agent of any of the foregoing (collectively, but in each case excluding each Guarantor and the Buyer even if such Guarantor or the Buyer would otherwise be included in the foregoing list, each a “Non-Recourse Party”), through Parent, Merger Sub the Buyer or otherwise, 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 of Parent or Merger Sub the Buyer against any Non-Recourse Party (including any a claim to enforce the Equity Commitment Letter, except as expressly permitted therein), by the enforcement of any judgment, fine, penalty or assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise. The Guaranteed Party further covenants, agrees and (c) acknowledges that the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction transactions contemplated thereby are its rights to recover from, and assert claims against, (i) Parent and Merger Sub from the Buyer under and to the extent expressly provided in the Merger Agreement, (ii) the or its right to recover from each Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (Guaranty, which are subject to the Per Claim Cap to the extent applicable Individual Cap, the Cap and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have the Buyer has no assets other than certain contract rights rights, including under the Merger Agreement and cash in a de minimis amount the Equity Commitment Letter and that no additional funds are expected to be contributed to Parent or Merger Sub the Buyer unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Recourse against the each Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees Guaranty shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the any such Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactionstransactions contemplated thereby, including by piercing of the corporate veilcorporate, limited partnership or limited liability company veil or by a claim by or on behalf of Parent or Merger Subthe Buyer. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the The Guaranteed Party (including hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any person acting proceeding or bring any other claim arising under, or in a representative capacity) any rights or remedies against any person including the Guarantorconnection with, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee Letter (except as expressly permitted therein) or the Other Guarantees shall be transactions contemplated thereby, against any Guarantor or any Non-Recourse PartiesParty except for claims against the Guarantors under this Limited Guaranty. Notwithstanding anything herein to the contrary, the liability of each Guarantor shall be several (and not joint or joint and several) based upon such Guarantor’s Maximum Guarantor Percentage, and no Guarantor shall be liable for any amounts hereunder in excess of such Guarantor’s Per Claim Cap or Individual Cap, as applicable. The termination of the Equity Commitment Letter shall have no effect on this Limited Guaranty, subject to the last sentence of Section 8 hereof. None of the Guaranteed Party or any of its Affiliates has relied on any statement, representation or warranty or assurance made by, or any action taken by, any Person in connection with the transactions contemplated by the Merger Agreement, other than those by (i) each Guarantor in this Limited Guaranty and/or the Equity Commitment Letter and (ii) the Buyer in the Merger Agreement.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that neither Parent and nor Merger Sub have no assets has any assets, other than certain contract their respective rights under the Merger Agreement and cash in a de minimis amount the agreements contemplated thereby and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occursEffective Time. Other By its acceptance of the benefits of this Limited Guaranty, the Guaranteed Party acknowledges and agrees that: (a) no Person other than the Guarantor shall have any obligations under or in connection with this Limited Guaranty notwithstanding the fact that the Guarantor may be a partnership, (b) the Guarantor shall have no obligations under or in connection with this Limited Guaranty except as expressly provided by this Limited Guaranty and subject in each case to the Guarantor’s Cap, and (c) no liability shall attach to, and no recourse shall be had by the Guaranteed Party, any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them under Section 9.08 any theory of liability (including without limitation by attempting to xxxxxx a corporate, limited liability company or partnership veil, by attempting to compel Parent or Merger Sub to enforce any rights that they may have against any Person, by attempting to enforce any assessment, or by attempting to enforce any purported right at law or in equity, whether sounding in contract, tort, statute or otherwise) against any Recourse Party or any Non-Recourse Party in any way under or in connection with this Limited Guaranty, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement and Section 4 of (including, without limitation, the Equity Commitment LetterFunding Letters), recourse against or the transactions contemplated hereby or thereby (whether at law or in equity, whether sounding in contract, tort, statute or otherwise), except that, notwithstanding the foregoing, the Guaranteed Party may assert claims, solely, against: (i) the Guarantor under under, and pursuant to the terms of and conditions of, this Limited Guarantee Guaranty (subject to the Guarantor’s Cap); (ii) Parent, to cause Parent to seek specific performance of the Guarantor’s obligation under its Equity Funding Letter to fund its commitment thereunder in accordance with, and against the Other Guarantors pursuant to, Section 8 thereof; and (iii) Parent or Merger Sub in accordance with and pursuant to the terms and conditions of the Other Guarantees shall be Merger Agreement (the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties claims described in respect of any liabilities or obligations arising under, or in connection withclauses (i) through (iii) collectively, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties“Retained Claims”).

No Recourse. Notwithstanding anything Except to the contrary extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based onupon, in respect of, arise under, out or by reason of, be connected with or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to this Agreement), may be made only against (and such obligations or their creationrepresentations and warranties are those solely of) the Parties. No Person who is not a Party, againstincluding any current, and no personal liability shall attach to, the former, current former or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partnerincorporator, member, partner, manager, Affiliate (other than any assignee under Section 6)stockholder, shareholder, Affiliate, agent, advisorattorney, representative or assignee of, and any financial advisor or lender to, any Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, shareholder, Affiliate, agent, attorney, representative of or assignee of, and any financial advisor or lender to, any of the foregoing (each a collectively, the “Non-Recourse PartyNonparty Affiliates”), through Parentshall have any liability (whether in contract or in tort, Merger Sub in law or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Lawin equity, or otherwise and (cgranted by statute) the only rights for any claims, causes of recovery and claims that the Guaranteed Party has action, obligations or liabilities arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of the Merger or by reason of this Agreement or the Transaction are its rights to recover fromnegotiation, and assert claims againstexecution, performance or breach (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations than as set forth in the Other Guarantees Ancillary Agreements), and, to the maximum extent permitted by Law, each 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 (iv) other than as set forth in the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (iAncillary Agreements), (ii)a) each Party hereby waives and releases any and all rights, (iii) 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 Party or otherwise impose liability of a 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 (ivb) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates each Party disclaims any reliance upon any Nonparty Affiliates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal respect to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms performance of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of Agreement or any liabilities representation or obligations arising underwarranty made in, or in connection with, the Merger or as an inducement to this Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. The Guaranteed Party acknowledges that the sole asset of Parent is cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that each of the Guarantors is a limited partnership, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party acknowledges and agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party it has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the any former, current or future equity holdersdirector, controlling personsofficer, directorsemployee, officersagent, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any partner, manager, member, stockholder, affiliate or assignee of the Guarantor, Parent, Merger Sub or any Other Guarantor, undersigned or any former, current or future equity holder, controlling person, director, officer, employee, agent, general or limited partner, manager, member, managerstockholder, Affiliate (other than any affiliate or assignee under Section 6), agent, advisor, or representative of any of the foregoing (collectively, but not including Parent or Merger Sub, each a “Non-Recourse PartyGuarantor or Parent Affiliate”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited liability company) veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party Guarantor or Parent Affiliate (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Lawlaw, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are otherwise, except for its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the from a Guarantor (but not any Non-Recourse PartyGuarantor or Parent Affiliate (including any general partner or managing member)) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i)described herein; provided, (ii)however, (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the a Guarantor (Ai) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (Bii) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the such Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferMaximum Amount, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such personperson (in either case, a “Successor Entity”), as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the such Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Recourse against the Guarantor Guarantors and a Successor Entity under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantors and Guarantor and the Non-Recourse Parties or Parent Affiliates in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Agreement or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Subtransactions contemplated thereby. Nothing set forth in this Limited Guarantee shall affect or be construed to affect any liability of Parent or Merger Sub to the Guaranteed Party or shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person person, including the GuarantorGuarantors, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding Except as expressly set forth in the Principal Investor Side Letters or, upon execution and delivery thereof, if any, at the Second Step Closing in accordance with the Purchase Agreement, the Limited Guarantees, notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Agreement, and notwithstanding the fact that any party hereto may be a partnership or any document or instrument delivered in connection herewithlimited liability company, each party hereto, by its acceptance of the benefits of this Limited GuaranteeAgreement, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Persons other than the Guarantor has named parties hereto shall have any obligations hereunder, notwithstanding obligation hereunder and that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party it has no right of rights or recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, hereunder against, and no personal liability shall attach to, the former, current recourse hereunder or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners in respect of any of the Guarantororal representations made or alleged to be made in connection herewith or therewith shall be had against, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Investor (or any of their heirs, successors or permitted assigns), or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, memberstockholder, manager, Affiliate (other than any assignee under Section 6), agent, advisor, manager or representative member of any of the foregoing Persons, but in each case not including the named parties hereto (each each, a “Non-Recourse PartyLiable Person”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent or Merger Sub such party against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Liable Person, by the enforcement of any assessment assignment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing Applicable Law or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder otherwise; it being expressly agreed and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees acknowledged that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For in Principal Investor Side Letters or the avoidance of doubtLimited Guarantees, none no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Liable Person, as such, for any obligations of the Guarantor, Parent, Merger Sub applicable party under this Agreement or the Other Guarantors transactions contemplated hereby, in respect of any oral representations made or alleged to have been made in connection herewith or therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of or by reason of, such obligations or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Partiescreation.

No Recourse. Notwithstanding anything to (a) Except as expressly set forth in any of the contrary Ancillary Agreements, all claims, obligations, liabilities, or causes of action (whether at Law, in equity, in contract, in tort or otherwise) that may be expressed based upon, in respect of, arise under, out or implied by reason of, be connected with, or relate in any manner to this Limited Guarantee 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 Parties that are expressly identified in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future equity holder, incorporator, controlling person, general or limited partner, member, Affiliate, director, officer, employee, agent, consultant, representative, or assignee of, and any financial advisor or lender to, any Contracting Party, or any document current, former or instrument delivered future equity holder, incorporator, controlling person, general or limited partner, Affiliate, director, officer, employee, agent, consultant, representative, or assignee of, and any lender 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 “Non-Party Affiliates”), shall have any liability (whether in Law or in equity, whether in contract or in tort or otherwise) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection herewithwith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or related in any document manner to this Agreement or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason ofof this Agreement or its negotiation, such obligations execution, performance, or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates breach (other than any assignee under Section 6), members, managers, or general or limited partners of as expressly set forth in any of the GuarantorAncillary Agreements), Parentincluding any alleged non-disclosure or misrepresentations made by any such Person or as a result of the use or reliance on any information, Merger Sub documents or any Other Guarantormaterials made available by such Person, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all claims, causes of action, obligations, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or out of, in connection with, the Merger Agreementor related in any manner to this Agreement or based on, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veilin respect of, or by a claim by reason of this Agreement or on behalf of Parent its negotiation, execution, performance, or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person breach (other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none in any of the GuarantorAncillary Agreements) against any such Non-Party Affiliates; provided that, Parentfor clarity, Merger Sub or no party to any of the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees Ancillary Agreements shall be deemed a Non-Recourse PartiesParty Affiliate with respect to such documents to which it is a party.

No Recourse. The Guaranteed Party acknowledges that the Parent and Merger Sub have no assets and that no additional funds are expected to be contributed to the Parent or Merger Sub unless and until the Acceptance Time or the Effective Time, as applicable, occurs. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that the Guarantors are limited partnerships, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party acknowledges and agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunderit will not seek, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right rights of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisorsaffiliates, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any or managers of the GuarantorGuarantors, Parent, the Parent or Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling personstockholder, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, affiliate or representative agent of any of the foregoing (collectively, but not including the Parent or Merger Sub, each a “Non-Recourse PartyParent Affiliate,” and collectively, the “Parent Affiliates”), through the Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Parent Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Lawlaw, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are otherwise, except for its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the from each Guarantor (but not any Non-Recourse Partyother Parent Affiliate (including any general partner or managing member)) under under, and to the extent expressly provided in in, this Limited Guarantee (Guarantee, subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunderAggregate Limit. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Recourse against the Guarantor Guarantors under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its their affiliates against the Guarantor Guarantors and the Non-Recourse Parties other Parent Affiliates in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Agreement or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Subtransactions contemplated thereby. Nothing set forth in this Limited Guarantee shall affect or be construed to affect any liability of the Parent or Merger Sub to the Guaranteed Party or shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including other than the Guarantor, except Guarantors as expressly set forth herein. For This Section 10 shall survive the avoidance termination of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse PartiesGuarantee.

No Recourse. (a) Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (ax) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (by) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, or Merger Sub or any Other GuarantorSub, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through theories of agency, alter ego, unfairness, undercapitalization or single business enterprise, by or through a claim by or on behalf of Parent or and/or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment LetterLetter or the Support Agreement), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, except for Retained Claims and (cz) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction Transactions are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in accordance with the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable Maximum Amount and the other limitations described herein), and (iii) the Other Guarantors pursuant to and subject to Guarantor upon exercise of the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letters pursuant to and in accordance with the terms thereof Equity Commitment Letter, or the Support Agreement (claims against under (i), (ii), and (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Person other than the Guarantor has any obligations hereunderobligation hereunder and that, notwithstanding that the Guarantor and/or certain investment managers, managers or general partners of it or its Affiliates may be a partnership partnerships or limited liability companycompanies, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewithGuarantee, or for any claim based on, in respect of, or by reason of, on such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than the Guarantor or any assignee under Section 67), members, managers, managers or general or limited partners of any of the Guarantor, Parent, Merger Sub Guarantor or any Other GuarantorBuyer, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than the Guarantor or any assignee under Section 6), agent, advisor, 7) or representative agent of any of the foregoing (collectively, each of the foregoing but not including the Buyer, the Merger Subsidiary or their respective assignees themselves, a “Non-Recourse Party”), through Parent, Merger Sub Buyer or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub Buyer against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Lawlaw, or otherwise otherwise, and (c) the Guaranteed Party further covenants, agrees and acknowledges that the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction transactions contemplated thereby against any Non-Recourse Party are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) recover from the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (and subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to herein and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of under the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunderConfidentiality Agreement. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have Buyer has no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub Buyer unless and until the Closing occurs. Other than as expressly provided with respect to a claim brought under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment LetterConfidentiality Agreement, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Agreement or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, veil or by a claim by or on behalf of Parent Buyer. The Guaranteed Party hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger SubAgreement or the transactions contemplated thereby against the Guarantor or any Non-Recourse Party except for claims against the Guarantor under this Limited Guarantee and claims under the Confidentiality Agreement. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person Person other than the Guaranteed Party (including any person Person acting in a representative capacity) any rights or remedies against any person Person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Agreement or any document document, agreement, or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that any Party may be a partnership or limited liability company, each Party hereto, by its acceptance of the benefits of this Limited GuaranteeAgreement, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Persons other than the Guarantor Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, Representative or employee of any Party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, Representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Parties (each, but excluding for the avoidance of doubt, the Parties, a "Non-Party Affiliate"), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such Party against the Non-Party Affiliates, by the enforcement of any assessment or by any Proceeding, or by virtue of Legal Requirements, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Non-Party Affiliate, as such, for any obligations hereunder, notwithstanding that of the Guarantor may be a partnership or limited liability company, (b) the Guaranteed applicable Party has no right of recovery under this Limited Guarantee Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any document oral representations made or instrument delivered alleged to be made in connection herewithherewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. Except to the extent otherwise expressly set forth in, and subject in all cases to the terms and conditions of and limitations herein, this Agreement may only be enforced against, and no personal liability shall attach toany claim or cause of action of any kind based upon, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managersarising out of, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantorrelated to this Agreement, or any formerthe negotiation, current execution or future equity holderperformance of this Agreement, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of may only be brought against the foregoing (each a “entities that are expressly named as Parties hereto and then only with respect to the specific obligations set forth herein with respect to such Party. Each Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through Party Affiliate is expressly intended as a claim by or on behalf of Parent or Merger Sub against any Nonthird-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms party beneficiary of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse PartiesSection 6.13.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Person other than the Guarantor and the Guaranteed Party has any rights or obligations hereunderhereunder and that, notwithstanding that the Guarantor or its general partner may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewithagainst, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability whatsoever shall attach to, the be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 65), members, managers, managers or general or limited partners of any of the Guarantor, Parent, Midco, Merger Sub or any Other Guarantor, or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisors, representatives, Affiliate (other than any assignee under Section 6), agent, advisor, 5) or representative agent of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub Parent or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any a claim to enforce the Equity Commitment LetterLetter against such Non-Recourse Party), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise. The Guaranteed Party further covenants, agrees and (c) acknowledges that the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction transactions contemplated thereby are its rights to recover from, and assert claims against, (i) from Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, ; (ii) the from Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (and subject to the Cap to the extent applicable and the other limitations described herein), ; and (iii) the Other Guarantors pursuant to from Sponsor and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective its successors and assigns under the Equity Commitment Letters Letter, pursuant to and in accordance with the terms thereof (claims against (i)and conditions thereof; provided, (ii)however, (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (Ax) consolidates with or merges with any other person Person and is not the continuing or surviving entity of such consolidation or merger or (By) transfers or conveys all or a substantial portion of its properties and other assets to any person Person such that the aggregate sum of the Guarantor’s remaining net current assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferCap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such personPerson, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have has no assets other than the Equity Commitment Letter and certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Agreement or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, veil or by a claim by or on behalf of Parent Parent, Midco or Merger Sub. The Guaranteed Party hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated thereby, against the Guarantor or any Non-Recourse Party except for claims brought against the Guarantor under this Guarantee. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person Person other than the Guaranteed Party (including any person Person acting in a representative capacity) any rights or remedies against any person Person including Guarantor and the GuarantorNon-Recourse Parties, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Midco, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, Letter or this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Agreement or any document document, agreement, or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that any party may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Limited GuaranteeAgreement and the other Basic Documents, the Guaranteed Party covenants, agrees and acknowledges that (a) that, except as may be set forth in each of the Equity Commitment Letters, no person Persons other than the Guarantor parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the parties, whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against such Persons and entities, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any such Persons, as such, for any obligations hereunder, notwithstanding that of the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery applicable party under this Limited Guarantee Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any document oral representations made or instrument delivered alleged to be made in connection herewithherewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied Except as expressly set forth in this Limited Guarantee Agreement, and other than in the case of fraud or willful and intentional breach of this Agreement or any document ancillary agreement hereto, notwithstanding any rights of Quartet at law or instrument delivered in connection herewithequity, in the event of any default or breach by the Company under this Agreement or any ancillary agreement hereto, Quartet’s remedies shall be restricted to enforcement of its acceptance rights against the property and assets of the benefits Company, and no liability whatsoever shall attach to, be imposed on or otherwise be incurred by, any former, current or future director, officer, employee, agent, general or limited partner, manager, member, shareholder, stockholder or Affiliate of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that Company (a) no person other than the Guarantor has Company), any Stockholder, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, shareholder, stockholder or Affiliate (other than the Company) of any of the foregoing, 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, for any obligations hereunder, notwithstanding that or liabilities of the Guarantor may be a partnership parties to this Agreement or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, ancillary agreement hereto or for any claim based on, in respect of, or by reason of, such obligations the transactions contemplated hereby or their creationthereby. Except as expressly set forth in this Agreement or any ancillary agreement, againstand other than in the case of fraud or willful and intentional breach of this Agreement, notwithstanding any rights of the Company at law or in equity, in the event of any default or breach by Quartet, under this Agreement or any ancillary agreement hereto, the remedies of the Company and the Stockholders shall be restricted to enforcement of its rights against any other property and assets of Quartet, and no personal liability whatsoever shall attach to, the be imposed on or otherwise be, incurred by, any former, current or future equity holdersdirector, controlling personsofficer, directorsemployee, officersagent, employeesgeneral or limited partner, agentsmanager, advisorsmember, representativesstockholder or Affiliate of Quartet, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, Quartet) or any former, current or future equity holder, controlling person, director, officer, employee, agent, general or limited partner, manager, member, manager, stockholder or Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”other than Quartet), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing for any obligations or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent Liabilities of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected parties to be contributed to Parent this Agreement or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letterfor any claim based on, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veilof, or by a claim by or on behalf of Parent or Merger Subreason of, the transactions contemplated hereby. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than Without limiting the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none generality of the Guarantorforegoing, Parenteach party hereto agrees that it shall, Merger Sub and shall cause its Affiliate to, not file, or threaten to file, any claim, suit, action or proceeding in violation of this Section 10.7. Quartet and the Other Guarantors or their respective successors Company will be liable for all attorneys’ fees and assigns under the Merger Agreement, the Equity Commitment Letters, court costs arising from a breach of this Limited Guarantee or the Other Guarantees shall be Non-Recourse PartiesSection 10.7.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Person other than the Guarantor has any obligations hereunderobligation hereunder and that, notwithstanding that the Guarantor and/or certain investment managers, managers or general partners of it or its Affiliates may be a partnership partnerships or limited liability companycompanies, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewithGuarantee, or for any claim based on, in respect of, or by reason of, on such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than the Guarantor or any assignee under Section 6)) including, for the avoidance of doubt, S.A.C. Private Capital Group, LLC, members, managers, managers or general or limited partners of any of the Guarantor, Parent, Merger Sub Guarantor or any Other GuarantorBuyer, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than the Guarantor or any assignee under Section 6), agent, advisor, ) or representative agent of any of the foregoing (collectively, each of the foregoing but not including the Buyer, the Transitory Subsidiary or their respective assignees themselves, a “Non-Recourse Party”), through Parent, Merger Sub Buyer or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub Buyer against any Non-Recourse Party (including any a claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Lawlaw, or otherwise otherwise, and (c) the Guaranteed Party further covenants, agrees and acknowledges that the only rights of recovery and claims that the Guaranteed Party has in respect of the Equity Commitment Letter, the Merger Agreement or the Transaction transactions contemplated thereby against any Non-Recourse Party are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) recover from the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (and subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to herein and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of under the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunderConfidentiality Agreement. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have Buyer has no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub Buyer unless and until the Closing occurs. Other than as expressly provided with respect to a claim brought under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment LetterConfidentiality Agreement, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger AgreementEquity Commitment Letter, the Equity Commitment Letter Merger Agreement or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, veil or by a claim by or on behalf of Parent Buyer. The Guaranteed Party hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Equity Commitment Letter, the Merger SubAgreement or the transactions contemplated thereby against the Guarantor or any Non-Recourse Party except for claims against the Guarantor under this Limited Guarantee and claims under the Confidentiality Agreement. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person Person other than the Guaranteed Party (including any person Person acting in a representative capacity) any rights or remedies against any person Person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, The Guaranteed Party by its acceptance of the benefits of this Limited Guaranteehereof, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Person other than the Guarantor has shall have any obligations hereunder, notwithstanding obligation hereunder and that the Guarantor may be a partnership no recourse hereunder or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee any documents or in any document or instrument instruments delivered in connection herewith, or for herewith shall be had against any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holdersdirector, controlling personsofficer, directorsagent, officers, employees, agents, advisors, representatives, Affiliates Affiliate (other than any assignee under Section 6)than, membersin each case, managers, Parent or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor) or employee of the Guarantor, or against any former, current or future equity holdergeneral or limited partner, controlling personmember, manager or stockholder of the Guarantor or any Affiliate thereof (other than, in each case, Parent or Merger Sub or any Other Guarantor) or against any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, manager or representative stockholder of any of the foregoing (other than, in each a “Non-Recourse Party”)case, through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against or any Non-Recourse Party Other Guarantor) (collectively, but not including the Guarantor, Parent or Merger Sub, or any claim to enforce the Equity Commitment LetterOther Guarantor, each a “Guarantor Affiliate”), whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Lawlaw; provided, against such continuing however, that for avoidance of doubt, in no case shall any of Parent, Merger Sub, or surviving entity or such person, as the case may be, but only if the any Other Guarantor fails be deemed to satisfy its payment obligations hereunder and only to the extent of the liability of the be a Guarantor hereunderAffiliate. The Guaranteed Party acknowledges and further agrees that Parent and Merger Sub neither it nor any of its Affiliates have no assets any right of recovery against the Guarantor or any of its former, current or future directors, officers, agents, Affiliates (other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent, Merger Sub, or any Other Guarantor), general or limited partners, members, managers or stockholders through Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 or otherwise, whether by piercing of the corporate veil, by a claim on behalf of Parent or Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Sub against the Guarantor or Parent’s stockholders or Affiliates (other than Guarantor, Parent, Merger Sub, or any Other Guarantor), or otherwise, except for the rights under and pursuant to the terms of this Limited Guarantee and its rights against the Other Guarantors pursuant to the terms of the Other Guarantees delivered contemporaneously herewith and rights against Parent or Merger Sub under the Merger Agreement and any related documents thereto. Recourse against the Guarantor under this Limited Guarantee shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties any of its former, current or future directors, officers, agents, Affiliates, general or limited partners, members, managers or stockholders (other than, in each case, Parent, Merger Sub, or any Other Guarantor) in respect of any liabilities or obligations arising under, or in connection with, the Merger AgreementAgreement or the transactions contemplated thereby. The Guaranteed Party hereby covenants and agrees that it shall not institute, and it shall cause its Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Equity Commitment Letter Merger Agreement or the Transactionstransactions contemplated thereby, including by piercing against the Guarantor or any of the corporate veilits former, current or by a claim by or on behalf of future directors, officers, agents, Affiliates (other than Parent or Merger SubSub or any Other Guarantor), general or limited partners, members, managers or stockholders except for claims against the Guarantor under this Limited Guarantee. Nothing Except as contemplated under Section 6, nothing set forth in this Limited Guarantee shall confer affect or give or shall be construed to confer or give to any person Person other than the Guarantor and the Guaranteed Party (including any person Person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse PartiesPerson.

No Recourse. Notwithstanding anything Subject to the contrary remainder of this Section 15.13, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by statute) that may be expressed based upon, are in respect of, arise under, arise out or implied by reason of, are connected with, or relate in any manner to this Limited Guarantee Agreement, the negotiation, execution, or the performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement) or the transactions contemplated hereby and thereby, may be made only against (and are expressly limited to) the entities that are expressly identified as “Parties” in the preamble to this Agreement or any document successor or instrument delivered permitted assign of any such Parties (“Contracting Parties”). No Person who is not a Contracting Party, including without limitation any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any Contracting Party, or any trustee, director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or Representative of, and any financial advisor, lender, investor or equity provider (whether actual or prospective) of, any of the foregoing (“Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or granted by statute) to any Contracting Party with which it is not engaged or does not have a contractual relationship with (outside of this Agreement) or any claims, causes of action, obligations, or liabilities arising under, out of, in connection herewithwith, by its acceptance of or related in any manner to this Agreement, the benefits performance of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewithAgreement, or for any claim based on, in respect of, or by reason ofof this Agreement or its negotiation, execution, performance, or breach; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such obligations or their creationliabilities, againstclaims, causes of action, and no personal liability shall attach toobligations against any such Nonparty Affiliates. Without limiting the foregoing, to the formermaximum extent permitted by Law, current or future equity holders(a) each Contracting Party hereby waives and releases any and all rights, controlling personsclaims, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managersdemands, or general causes of action that may otherwise be available at Law or limited partners in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of the other Contracting Party on any of its Nonparty Affiliates, 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 of the Guarantor, Parent, Merger Sub other Contracting Party’s Nonparty Affiliates with respect to the performance of this Agreement or any Other Guarantorrepresentation or warranty made in, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, or as an inducement to this Agreement. Notwithstanding anything in this Section 15.13 to the Merger Agreementcontrary, the Equity Commitment Letter this Section 15.13 does not provide (and shall in no event be interpreted to provide) for any waiver, release or the Transactionsrelinquishment by any Contracting Party of any claims, including by piercing of the corporate veilobligations, liabilities, or causes of action (whether in contract or in tort, in Law or in equity, or granted by a claim by or on behalf statute) of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed sort which such Contracting Party (including any person acting in a representative capacity) any rights or remedies may have against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none Nonparty Affiliates (being those that such Contracting Party has engaged or has a contractual relationship with outside of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger this Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties).

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied Except as otherwise expressly set forth in this Limited Guarantee Agreement or any document or instrument delivered in connection herewiththe Transaction Documents, by its acceptance each of the benefits parties, on behalf of this Limited Guaranteeitself and its Affiliates, the Guaranteed Party covenants, agrees and acknowledges that (ai) no person Person other than the Guarantor has express parties hereto or thereto shall have any obligations obligation or Liability hereunder, notwithstanding that under any of the Guarantor may be a partnership Transaction Documents or limited liability companyunder any certificate delivered pursuant hereto or thereto, and (bii) the Guaranteed Party has parties and their Affiliates and Representatives shall have no right rights of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect ofhereof or thereof against, no recourse in respect hereof or by reason of, such obligations or their creation, thereof shall be had against, and no personal liability Liability in respect hereof or thereof shall attach to, any Party, or member of the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates Company Group (other than any assignee under Section 6), members, managers, or general or limited partners of party to any of the GuarantorTransaction Documents to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof), Parent, Merger Sub or any Other Guarantor, Financing Source Party or any former, current or future equity holder, controlling person, director, officer, employeeAffiliate, general or limited partner, member, managerequity-holder, Affiliate (other than any assignee under Section 6)Representative, director, officer, agent, advisormanager, assignee or representative employee of any party, of any Party or member of the Company Group, any Financing Source Party or of any Affiliate of any of the foregoing foregoing, or any of their respective successors or permitted assignees (each a excluding any party to the Transaction Documents to the extent of its obligations thereunder to the other parties thereto or express third party beneficiaries thereof, collectively, “Non-Recourse PartyPersons”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the “corporate veil”, by or through a claim (whether in tort, Contract, at Law, in equity or otherwise) by or on behalf of Parent or Merger Sub any party UNIT PURCHASE AGREEMENT 74 against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Person, by the enforcement of any assessment judgment, fine or penalty or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such personotherwise. Notwithstanding anything herein to the contrary, as other than (a) any equity financing source party to the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only Master Confidentiality Agreement to the extent of such party’s obligations under the liability Master Confidentiality Agreement to the other parties thereto or express third party beneficiaries thereof or (b) any equity financing source party to the Transportation Agreement to the extent of such party’s obligations under the Transportation Agreement to the other parties thereto or express third party beneficiaries thereof, Seller and its Affiliates hereby waive any and all rights and claims against any Financing Source Party in connection with this Agreement or the financing of the Guarantor hereundertransactions contemplated hereby, whether in tort, Contract, at Law, in equity or otherwise. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, Persons (including the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or Financing Source Parties) shall be construed express third party beneficiaries of this Section 9.5 with the power to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except enforce this Section 9.5 as if expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Partiesparty hereto.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Person (other than the Guarantor and any permitted assignees hereof) has any obligations hereunderhereunder and that, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 66 hereof), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 66 hereof), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective its successors and assigns under the Equity Commitment Letters Letter pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person Person and is not the continuing or surviving entity of such consolidation or merger merger, or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person Person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such personPerson, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse Recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person Person other than the Guaranteed Party (including any person Person acting in a representative capacity) any rights or remedies against any person Person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment LettersLetter, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed The Guarantor shall have no obligations under or implied in connection with this Limited Guarantee or any document or instrument delivered in connection herewith, Guaranty except as expressly provided by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal Guaranty. No liability shall attach to, and no recourse shall be had by the Guaranteed Party, any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them, under any theory of liability (including without limitation by attempting to xxxxxx a corporate or other veil or by attempting to compel any party to enforce any actual or purported right that they may have against any Person) against any former, current or future equity holders, controlling personsPerson, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), membersgeneral or limited partners, managers, members or general or limited partners of any Affiliates of the Guarantor, Parent, Merger Sub or any Other GuarantorParent, or any former, current or future equity holderholders, controlling personPersons, directordirectors, officerofficers, employeeemployees, agents, general or limited partnerpartners, membermanagers, manager, Affiliate (other than any assignee under Section 6), agent, advisor, members or representative Affiliates of any of the foregoing foregoing, excluding however the Guarantor, Parent and Merger Sub (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of ” and collectively the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any “Non-Recourse Party (including Parties”) in any claim to enforce way under or in connection with this Limited Guaranty, the Equity Commitment Letter)Merger Agreement, by the enforcement of any assessment other agreement or by any legal instrument executed or equitable proceeding, by virtue of any statute, regulation delivered in connection with this Limited Guaranty or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover fromtransactions contemplated hereby or thereby, and assert except for claims against, (i) against the Guarantor and its successors and assigns under this Limited Guaranty pursuant to the terms hereof, (ii) for the avoidance of doubt, against Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Merger Agreement pursuant to the terms thereof, and (iii) against the Sponsor and its successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof Letter (claims against (i), (ii), ) and (iii) and (iv) collectivelytogether, the “Retained Claims”); provided that in the event the Guarantor (Ax) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (By) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the such Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferMaximum Amount, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the such Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the such Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Guaranty or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited GuaranteeGuaranty, the Guaranteed Party agrees and acknowledges that (ai) no person other than the Guarantor has any obligations hereunderhereunder and that, notwithstanding that the Guarantor may be a partnership or limited liability company, (bii) the Guaranteed Party has no right of recovery under this Limited Guarantee Guaranty or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment LetterLetters), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (ciii) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction transaction contemplated thereby are its rights to recover from, and assert claims against, (iA) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (iiB) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee Guaranty (subject to the Cap to the extent applicable and the other limitations described herein), ) and (iiiC) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”)Guaranties; provided that in the event the Guarantor (Ax) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (By) transfers or conveys all or a substantial portion of its his properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferCap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its his payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of each of the Equity Commitment LetterLetters, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee Guaranty and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Letters or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee Guaranty shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee Guaranty or the Other Guarantees Guaranties shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith(a) Each party hereto, by its acceptance of the benefits of this Limited Guaranteehereof, the Guaranteed Party covenants, agrees and acknowledges that no recourse under this Letter Agreement shall be had, including, without limitation, for any claims, obligations, liabilities, causes of action, or Legal Proceedings under this Letter Agreement (a) no person other than the Guarantor has any obligations hereunderin each case, notwithstanding whether in tort, contract or otherwise, at law or in equity, or pursuant to statute), including, without limitation, those that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based onupon, in respect of, arise under, out or by reason of, such obligations be connected with, or their creation, against, and no personal liability shall attach relate in any manner to, this Letter Agreement or the formernegotiation, current execution, performance or future equity holdersbreach of this Letter Agreement, controlling personsincluding, directorswithout limitation, officersany representation or warranty made in, employeesin connection with, agentsor as an inducement to, advisorsthis Letter Agreement (each of such above described legal or equitable theories or sources of liability, representatives, Affiliates a “Claim”) against (i) any Related Party of the Investor (other than any assignee under Section 6), members, managers, or general or limited partners of any of the GuarantorInvestor, Parent, Merger Sub and their respective successors and permitted assigns) or (ii) any Other Guarantor, or Related Party of any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate of such Related Parties (other than any assignee under Section 6)the Investor, agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub and their respective successors and permitted assigns), in each case whether by the enforcement of any assessment or otherwiseby any legal or equitable proceedings, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred (whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Related Party (including any claim to enforce of the Equity Commitment Letter)Investor, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and otherwise) by (cx) the only rights of recovery and claims that the Guaranteed any Related Party has in respect of the Merger Agreement Investor (other than the Investor, Parent or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iiipermitted assigns) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount any Related Party of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time any of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Related Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person (other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the GuarantorInvestor, Parent, Merger Sub or the Other Guarantors or and their respective successors and assigns permitted assigns), in each case, for any obligations of the Investor under this Letter Agreement. For the Merger purposes of this Letter Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.term “

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Agreement or any document or instrument delivered in connection contemporaneously herewith, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Limited GuaranteeAgreement, the Guaranteed Party covenants, agrees and acknowledges that (a) no person Persons other than the Guarantor named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any other party (or any of their successor or permitted assignees), against any former, current, or future general or limited partner, manager, securityholder or member of the Investor (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, securityholder, manager or member of any of the foregoing, but in each case not including the named parties hereto (each, but excluding for the avoidance of doubt, the named parties hereto, an “Investor Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Investor Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Investor Affiliate, as such, for any obligations hereunder, notwithstanding that of the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery applicable party under this Limited Guarantee Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any document oral representations made or instrument delivered alleged to be made in connection herewithherewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything The Guaranteed Party acknowledges the separate corporate existence of each of the Parent Parties and that, as of the date hereof, each of Parent’s, Intermediate’s and Merger Sub’s sole assets (if any) are a de minimis amount of cash, and that no additional funds are expected to be contributed to the contrary Parent Parties unless and until the Closing occurs. Notwithstanding the fact that the Guarantor may be expressed a partnership or implied in this Limited Guarantee or any document or instrument delivered in connection herewithlimited liability company, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party acknowledges and agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party it has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, no recourse shall be had against and no personal liability shall attach to, the any former, current and future direct or future equity holdersindirect equityholders, controlling persons, stockholders, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6)Affiliates, members, managers, or general or limited partners of any partners, attorneys or other representatives of the Guarantor, Parent, Merger Sub or any Other Guarantor, of their respective successors or assignees or any of the former, current and future direct or future equity holderindirect equityholders, controlling personpersons, directorstockholders, officerdirectors, employeeofficers, employees, agents, Affiliates, members, managers, general or limited partnerpartners, memberLenders, manager, Affiliate (attorneys or other than any assignee under Section 6), agent, advisor, representatives or representative successors or assignees of any of the foregoing (in each case other than any Other Guarantor, the Company, the Parent Parties or the Guarantor, a “Non-Recourse PartySpecified Person” and together, the “Specified Persons”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or equity in tort, contract or otherwise) by or on behalf any of the Parent or Merger Sub Parties against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Specified Person or Other Guarantor, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) otherwise, except, for the only rights avoidance of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are doubt, for its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to from the extent expressly provided in the Merger Agreement, (ii) the Guarantor or any Other Guarantor (but not any Non-Recourse Partyother Person) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable or any Other Limited Guarantee, respectively, and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person claims that are Non-Prohibited Claims against such Person; it being agreed and is not the continuing acknowledged that no personal liability whatsoever shall attach to, be imposed on or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or otherwise be incurred by any legal Specified Person or equitable proceeding or by virtue of Other Guarantor for any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability obligation of the Guarantor hereunderor any of its successors or permitted assigns under this Limited Guarantee or any documents or instrument delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or for any claim (whether at law or in equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligation or their creation. The Guaranteed Party acknowledges and agrees Except for any claims that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment LetterNon-Prohibited Claims against such Person, recourse against the Guarantor under and pursuant this Limited Guarantee, subject to the terms of this Limited Guarantee limitations and against the Other Guarantors pursuant to the terms of the Other Guarantees conditions set forth herein, shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties any Specified Person in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, Agreement or in connection with the Equity Commitment Letter or the Transactions, including by piercing failure of the corporate veilMerger to be consummated for any reason or otherwise in connection with the transactions contemplated thereby or in respect of any representations made or alleged to be made in connection therewith, whether at law or by a claim by in equity, in contract, in tort or on behalf of Parent or Merger Subotherwise. Nothing set forth in this Limited Guarantee shall affect or be construed to affect any liability of any Parent Party to the Guaranteed Party or shall confer or give or shall be construed to confer or give to any person Person other than the Guaranteed Party (including any person Person acting in a representative capacity) any rights or remedies against any person including Person other than the Guarantor, except Guarantor as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee letter agreement, or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guaranteeletter agreement, the Guaranteed Party Parent covenants, agrees and acknowledges that (a) no person Person other than Parent, the Guarantor Sponsor and Xxxxxx Sub has any obligations hereunderliability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that, notwithstanding that the Guarantor Sponsor or any of its successors or permitted assigns may be a partnership or limited liability companypartnerships, (b) the Guaranteed Party Parent has no right of recovery under this Limited Guarantee letter agreement or in under any document or instrument delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability whatsoever shall attach to, the be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, incorporators, directors, officers, employees, advisors, agents, advisors, representatives, Affiliates (other than any assignee under to which this letter agreement is assigned pursuant to Section 613 hereof), members, managers, managers or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, Sponsor or any former, current or future equity holderstockholder, controlling person, incorporator, director, officer, employee, advisor, general or limited partner, member, manager, Affiliate (other than any assignee under to which this letter agreement is assigned pursuant Section 613 hereof), agentfinancing source, advisorportfolio company, representative or representative agent of any of the foregoing and their successors or assigns (collectively, but expressly not including Parent, the Sponsor or Merger Sub, each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not be incurred by any Non-Recourse Party) under and to , as such, for any obligations of the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with Sponsor or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to successors or permitted assignees under this letter agreement or any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costsdocuments or instruments delivered in connection herewith or for any claim based on, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veilof, or by a claim by or on behalf reason of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors such obligation or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Partiescreation.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be is a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through theories of agency, alter ego, unfairness, undercapitalization or single business enterprise, by or through a claim by or on behalf of Parent or and/or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction Transactions are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against under (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges the separate corporate existence of Parent and Merger Sub and acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Other Guarantees, the Merger Agreement, the Equity Commitment Letter Letters, the Contribution and Support Agreement or the Transactions, including by piercing of the corporate (or limited partnership or limited liability company) veil, or by a claim by or on behalf of Parent or Merger Sub. The Guaranteed Party hereby covenants and agrees that, other than with respect to the Retained Claims, it shall not, and it shall cause its Affiliates not to, institute any proceeding or bring any claim in any way under, in connection with or in any manner related to the Transactions (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) against any Non-Recourse Party. No person other than the Guarantor, the Guaranteed Party and the Non-Recourse Parties shall have any rights or remedies under, in connection with or in any manner related to this Limited Guarantee or the transactions contemplated hereby. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee letter agreement, or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guaranteeletter agreement, the Guaranteed Party Parent covenants, agrees and acknowledges that no Person (a) no person other than the Guarantor Sponsor and its permitted assigns) has any obligations hereunderobligation hereunder or in connection with the transactions contemplated hereby and that, notwithstanding that the Guarantor Sponsor may be a partnership or limited liability company, (b) the Guaranteed Party no Person, including Parent, has no any right of recovery against, and no recourse under this Limited Guarantee letter agreement or in under any document or instrument delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, shall be had against, any former, current or future equity holders, controlling Persons, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners, representatives or assignees of Sponsor or any former, current or future equity holder, controlling Person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent, representative or assignee of any of the foregoing (each, other than Sponsor, a “Sponsor Affiliate”), whether by the enforcement of any judgment, fine or penalty, or by any legal or equitable proceeding, or by virtue of any Applicable Law, or otherwise; it being expressly agreed and acknowledged by Parent that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Sponsor Affiliate, as such, for any obligation of Sponsor under this letter agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of . Parent further agrees that neither it nor any of the Guarantor, Parent, Merger Sub its Affiliates shall have any right of recovery against Sponsor or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwiseSponsor Affiliates, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against Sponsor or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable LawSponsor Affiliates, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights otherwise, except for Parent’s right to recover from, and assert claims against, (i) Parent and Merger Sub be capitalized by Sponsor under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (letter agreement subject to the Cap to the extent applicable terms and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunderconditions hereof. The Guaranteed Party acknowledges Parent hereby covenants and agrees that Parent it shall not institute, and Merger Sub have no assets shall cause its Affiliates not to institute, any proceeding or bring any other than certain claim (whether in tort, contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations otherwise) arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter Agreement or the Transactions, including by piercing of the corporate veiltransactions contemplated thereby, or by a claim by in respect of any oral representations made or on behalf of Parent alleged to be made in connection therewith, against Sponsor or Merger Sub. Nothing set forth in any Sponsor Affiliate except for claims solely against Sponsor under this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Partiesletter agreement.

No Recourse. Notwithstanding anything to Except in the contrary that may be expressed or implied case of fraud, all Actions (whether in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee contract or in any document tort, in law or instrument delivered in connection herewithequity, or for any claim based on, in respect of, or granted by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, statute whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or through a claim by relate in any manner to: (a) this Agreement, the Ancillary Agreements or on behalf the Transactions, (b) the negotiation, execution or performance of Parent this Agreement or Merger Sub against any Non-Recourse Party Ancillary Agreement (including any claim to enforce the Equity Commitment Letter)representation or warranty made in, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, or as an inducement to, this Agreement or any Ancillary Agreement), (c) any breach of this Agreement or any Ancillary Agreement and (d) any failure of the Merger AgreementTransactions to be consummated, may be made only against (and, without prejudice to the rights of any express third party beneficiary to whom rights under this Agreement inure pursuant to this Section 8.15), are those solely of the persons that are expressly identified as Parties to this Agreement (or, as applicable, the Equity Commitment Letter or relevant Ancillary Agreement) and not against any Nonparty Affiliate (as defined below). Except in the Transactionscase of fraud, no other person, including any director, officer, employee, incorporator, member, partner, manager, shareholder, optionholder, affiliate, agent, attorney or representative of, or any financial advisor or lender to, any Party (with respect to this Agreement) or any party to any Ancillary Agreement (with respect to such Ancillary Agreement), or any director, officer, employee, incorporator, member, partner, manager, shareholder, affiliate, agent, attorney or representative of, or any financial advisor or lender to (each of the foregoing, a “Nonparty Affiliate”) any of the foregoing, shall have any liabilities (whether in contract or in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or by a claim by liabilities arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a) through (d) and each Party, on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantoritself and its affiliates, except as expressly set forth herein. For the avoidance of doubt, none hereby irrevocably releases and forever discharges each of the Guarantor, Parent, Merger Sub Nonparty Affiliate from any such liability or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Partiesobligation.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Agreement or any other document or instrument delivered in connection herewithpursuant hereto (the “Transaction Documents”), by its acceptance of the benefits of this Limited Guaranteeeach Party unconditionally and irrevocably covenants, the Guaranteed Party agrees and acknowledges that (a) no person Person other than the Guarantor has Parties shall have any obligations hereunderobligation or liability hereunder (on the terms and subject to the conditions set forth herein), and that notwithstanding that the Guarantor a Party may be a corporation, partnership, limited partnership or limited liability company, company (bi) the Guaranteed Party has no right of or remedy, recourse or recovery (whether at law or equity or in tort, contract or otherwise) hereunder, under this Limited Guarantee Agreement or any other Transaction Document or in connection with the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any document oral representations made or instrument delivered alleged to be made in connection herewithherewith or therewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or be had against any former, current or future direct or indirect equity holder, controlling person, director, officer, employee, general or limited partner, memberofficer, director, employee, investment professional, manager, Affiliate (other than any assignee under Section 6)stockholder, member, agent, advisoraffiliate, assignee, financing source or representative of any of the foregoing or any of their respective successors or assigns (each any such Person, a “Non-Recourse Related Party”)) of any Party or any Related Party of any Related Party (including, through Parentwithout limitation, Merger Sub any liabilities or obligations arising under, or in connection with, this Agreement or any other Transaction Document or the transactions contemplated hereby or each thereby (or the termination or abandonment thereof) or otherwise, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, or in respect of any claim (whether at law or equity or in tort, contract or otherwise), whether, in each case, by or through attempted piercing of the corporate veilcorporate, limited liability company or limited partnership veil or similar action, by or through a claim by or on behalf of Parent or Merger Sub any Party against any Non-Recourse Related Party (including of an Party or any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Related Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourseRelated Party, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding proceedings, or by virtue of any statute, regulation or other applicable Lawlaw or otherwise, against and (ii) it is expressly agreed and acknowledged that no personal liability or obligation whatsoever shall attach to, be imposed on, or otherwise be incurred by, any Related Party of any Party or any Related Party of such continuing Related Party for any liabilities or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of Parties under this Agreement or any other Transaction Document or in connection with the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent transactions contemplated hereby or Merger Sub unless and until each thereby (or the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Lettertermination or abandonment thereof) or otherwise, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities oral representation made or obligations arising underalleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by reason of such obligations or on behalf of Parent their creation, and each party hereto hereby irrevocably and unconditionally waives and irrevocably and unconditionally releases all claims (whether arising under equity, contract, tort or Merger Sub. Nothing set forth in this Limited Guarantee shall confer otherwise) against such Persons for any such liability or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth hereinobligation. For the avoidance of doubt, none no Party nor any of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees its Related Parties shall be Non-Recourse PartiesRelated Parties of any other Party.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Guaranty or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited GuaranteeGuaranty, the Guaranteed Party agrees and acknowledges that (ai) no person (other than the Guarantor and any permitted assignees hereof) has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (bii) the Guaranteed Party has no right of recovery under this Limited Guarantee Guaranty or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holderstockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise otherwise, and (ciii) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction transaction contemplated thereby are its rights to recover from, and assert claims against, (iA) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (iiB) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee Guaranty (subject to the Cap to the extent applicable and the other limitations described herein), (iiiC) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees Guaranties and (ivD) the Guarantor parties under and the Other Guarantors and their respective successors and assigns under pursuant to Section 6 of the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”)Letter; provided that in the event the Guarantor (Ax) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (By) transfers or conveys all or a substantial portion of its her properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transferCap, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its her payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 9.07 of the Merger Agreement and Section 4 6 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee Guaranty and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactionstransactions contemplated thereby, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee Guaranty shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment LettersLetter, this Limited Guarantee Guaranty or the Other Guarantees Guaranties shall be Non-Recourse Parties.