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 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 ▇▇▇▇▇▇ 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. (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 . (Ab) 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 Retained Claims shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Related Persons against the 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 Financing 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 be construed to affect any liability of Parent or Merger Sub to the Guaranteed Party under the Merger Agreement or otherwise 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 Guarantorperson, except as expressly set forth herein. in this Limited Guarantee. (c) For the avoidance purposes of doubtthis Limited Guarantee, none pursuit of a claim against a person by the Guaranteed Party or any Related Person of the GuarantorGuaranteed Party shall be deemed to be pursuit of a claim by the Guaranteed Party. A person shall be deemed to have pursued a claim against another person if such first person brings a legal action against such second person, adds such second person to an existing legal proceeding or otherwise asserts a legal claim of any nature against such second person. (d) For the purposes of this Limited Guarantee, the term “Related Person” shall mean, with respect to any person, any controlled Affiliate of such person, but shall not include Parent, Merger Sub or the Other Guarantors or any of their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Partiescontrolled Affiliates.

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 . (b) Recourse against the Guarantor and its permitted assignees 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 Related Persons 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 Financing Documents, the Facility 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 be construed to affect any liability of Parent and/or Merger Sub to the Guaranteed Party under the Merger Agreement or otherwise or give or shall be construed to confer or give to any person Person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the GuarantorPerson, except as expressly set forth herein. in this Limited Guarantee. (c) For the avoidance purposes of doubtthis Limited Guarantee, none pursuit of a claim against a Person by the Guaranteed Party or any Related Person of the GuarantorGuaranteed Party shall be deemed to be pursuit of a claim by the Guaranteed Party. A Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such second Person, adds such second Person to an existing legal proceeding or otherwise asserts a legal claim of any nature against such second Person. (d) For the purposes of this Limited Guarantee, the term “Related Person” shall mean, with respect to any Person, any controlled Affiliate of such Person, but shall not include Parent, Merger Sub or the Other Guarantors or any of their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Partiescontrolled Affiliates.

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. 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. ▇▇ ▇▇ and his successors and assigns under the Equity Commitment Letter between Dr. ▇▇ ▇▇ 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 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 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. 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. 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) M▇. ▇▇▇▇▇▇▇ ▇▇▇ 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, M▇. ▇▇▇▇▇▇▇ ▇▇▇ 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 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, 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 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 ▇▇▇▇▇▇ 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. (a) The Guaranteed Party acknowledges and agrees that none of Parent or M▇▇▇▇▇ 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 For the Closing occurs. Other than as expressly provided under Section 9.08 avoidance of doubt, none of the Guarantor, Parent, Merger Agreement Sub, Rollover Shareholders, Other Guarantors, Sponsor or their respective successors and Section 4 of permitted assigns under the Merger Agreement, the Support Agreement, the Other Guarantees, the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of Letters or this Limited Guarantee and against the Other Guarantors pursuant shall be a Non-Recourse Party. (b) Notwithstanding anything to the terms of contrary contained in this Limited Guarantee, the Other Guarantees 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, with the Merger Agreement, the Support Agreement, the Equity Commitment Letter Financing or the Transactionstransactions contemplated thereby. The Guaranteed Party hereby covenants and agrees that it shall not institute, including by piercing of the corporate veildirectly or indirectly, and shall cause its controlled Affiliates not to institute, directly or indirectly, any Action arising under, or by a claim by in connection with, the Merger Agreement or on behalf of Parent this Limited Guarantee or Merger Subthe transactions contemplated hereby or thereby, against the Guarantor or any Non-Recourse Party, except for the Retained Claims. Nothing set forth in this Limited Guarantee shall confer affect or give or shall be construed to confer affect any liability of Parent or Merger Sub to the Guaranteed Party under the Merger Agreement. Nothing set forth in this Limited Guarantee shall give or be construed to give any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantorperson, 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, in 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 (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 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 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 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. (a) The Guaranteed Party acknowledges the separate corporate existence of Parent and that, as of the date hereof, Parent’s sole assets (if any) are a de minimis amount of cash, and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. (b) Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Guarantee, any Other Guarantees, the Merger Agreement or any other Transaction Agreement (including, without limitation, the Equity Commitment Letters), or in any agreement, document or instrument delivered delivered, or statement made or action taken, in connection herewithwith or pursuant to the transactions contemplated by any of the Merger Agreement or any other Transaction Agreements or the negotiation, execution, performance or breach of any of the Merger Agreement or any other Transaction Agreements, and 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 an individual, a corporation, partnership or limited liability company, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees covenants, acknowledges and acknowledges agrees, on behalf of itself and its Affiliates, that (ai) in no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) event shall the Guaranteed Party or any of its Affiliates seek any monetary damages or any other monetary recovery, judgment or remedies (including consequential, indirect or punitive damages) against Parent in excess of the Cap, in connection with the Merger Agreement or in connection with the failure of the transactions contemplated by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated thereby (including in respect of any oral representations made or alleged to have been made in connection therewith), (ii) 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 that no recourse shall be had against and no personal liability shall attach to, any of 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, managersstockholders, Affiliates or general or limited partners of any representatives of the Guarantor, Parent, Merger Sub or any Other Guarantor, 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, representative or assignee under Section 6), agent, advisor, or representative of any of the foregoing (each but not including Parent, Merger Sub, the Guarantor, any Other Guarantor and their respective successors and permitted assigns, a “Non-Recourse Parent Related Party” and together, the “Parent Related Parties”), including through Parent, Merger Sub Parent 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 of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Parent Related Parties, 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 its rights to recover from the Guarantor and any Other Guarantor (but not any other Person) under and to the extent provided in this Limited Guarantee and any Other Guarantee, and subject to the other limitations described herein and therein (including, for the avoidance of doubt, the Cap), and except for any Non-Prohibited Claims against such Person, and (ciii) 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, (iA) Parent and Merger Sub under and to the extent expressly provided in accordance with the Merger Agreement, (iiB) the Guarantor (but not any Non-Recourse Parent Related 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 (ivC) the Guarantor and or an Affiliate of the Other Guarantors and their respective successors and assigns Guarantor under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) Confidentiality Agreement entered into by and (iv) collectively, the “Retained Claims”); provided that in the event between 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 an Affiliate 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 ) and the Guaranteed Party to enforce the Guaranteed Party’s rights thereunder and (D) the Guarantor fails to satisfy its payment obligations hereunder and only to the extent upon exercise of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges Party’s third party beneficiary rights under 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 accordance with the Equity Commitment LetterLetters or the Support Agreements, as the case may be (claims under (A), (B), (C) and (D) collectively, the “Non-Prohibited Claims”); it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Parent Related Party for any obligation of the Guarantor, any Other Guarantor or any of their respective successors or permitted assigns under this Limited Guarantee, any Other Guarantee or any document 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. (c) Except for any claims that are Non-Prohibited Claims against such Person, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against or any Other Guarantor under the respective Other Guarantors pursuant Guarantee, subject to the terms of the Other Guarantees limitations and conditions set forth herein and therein, shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Affiliates against the Guarantor, any Other Guarantor and the Non-Recourse Parties any Parent Related Party 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 veiltransactions contemplated thereby 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 Parent to the Guaranteed Party or shall confer or give give, or shall be construed to confer or give 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 obligations of the contrary that may Borrower under this Agreement, and any certificate, notice, instrument or document delivered pursuant hereto, are obligations solely of the Borrower and do not constitute a debt or obligation of (and no recourse shall be expressed made with respect to) any direct or implied in this Limited Guarantee indirect equity holder of the Pledgor 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 Equity Owner (other than any assignee under Section 6), members, managers, or general or limited partners to the extent 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 credit support deposited by or on behalf of Parent such equity holder or Merger Sub any Collateral pledged by such equity holder, in each case, in accordance with the P1 Financing Documents), any RG Facility Entity not wholly-owned by the Borrower (other than to the extent of any Collateral pledged or guarantees issued in support of the Borrower’s obligations by such entity in accordance with the P1 Financing Documents), any other Liquefaction Owner (as defined in the Definitions Agreement), or any of their respective Affiliates (other than the Borrower), or any shareholder, partner, member, officer, director or employee of the Pledgor or any Equity Owner or such Affiliates (collectively, the “Non-Recourse Parties”). No action under or in connection with this Agreement shall be brought against any Non-Recourse Party (including Party, and no judgment for any claim to enforce deficiency upon the Equity Commitment Letter), obligations hereunder shall be obtainable by the enforcement of P1 Intercreditor Agent, the P1 Collateral Agent, any assessment Senior Secured Debt Holder Representative 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 Senior Secured Debt Holder against any Non-Recourse Party. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained in this Section 8.17 shall in any manner or way (a) under and restrict the remedies available to the extent expressly provided in this Limited Guarantee P1 Intercreditor Agent, any Senior Secured Debt Holder Representative or any Senior Secured Debt Holder to realize upon the Collateral, or constitute or be deemed to be a release of the obligations secured by (subject to or impair the Cap to enforceability of) the extent applicable Liens and the other limitations described herein), (iii) the Other Guarantors pursuant to security interests 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 possessory rights created by or merges with arising from any other person and is not the continuing or surviving entity of such consolidation or merger Senior Security Document or (Bb) transfers release, or conveys all or a substantial portion of its properties and other assets be deemed to release, 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 Party from liability for its own willful misrepresentation, fraudulent actions, gross negligence or willful misconduct or from any of its obligations or liabilities under any 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 P1 Collateral Document to which such Non-Recourse Party is a claim by or party. The limitations on behalf of Parent or Merger Sub. Nothing recourse set forth in this Limited Guarantee Section 8.17 shall confer or give or shall be construed to confer or give to any person other than survive 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 PartiesDischarge Date.

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 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. (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 otherwise. The Guaranteed Party has hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its affiliates not to institute, directly or indirectly, any proceeding or bring any other claim arising under, or in respect of connection with, the Merger Agreement or the Transaction are its rights to recover fromtransactions contemplated thereby, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the against either Guarantor (but not or any Non-Recourse Party) , except for claims against the Guarantors under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable limitations contained herein and the other limitations described herein), except as provided in Section 2 of this Guarantee. (iiib) 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 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 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 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 or give or shall be construed to confer or give to any person Person other than the Guarantors and 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 Guaranteed Party and the Guarantors as expressly set forth herein. . (c) For the avoidance purposes of doubtthis Guarantee, none pursuit of a claim against a Person by the Guaranteed Party or 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 Guaranteed Party’s affiliates shall be Non-Recourse Partiesdeemed to be pursuit of a claim by the Guaranteed Party. A Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such second Person, adds such second Person to an existing legal proceeding or otherwise asserts a legal claim of any nature against such second Person. (d) The Guaranteed Party acknowledges that each Guarantor is agreeing to enter into this Guarantee in reliance on the provisions set forth in this Section 9. This Section 9 shall survive termination of this Guarantee.

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. (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 . (Ab) 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 Retained Claims shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates Related Persons against the 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 Financing 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 be construed to affect any liability of Parent or Merger Sub to the Guaranteed Party under the Merger Agreement or otherwise 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 Guarantorperson, except as expressly set forth herein. in this Limited Guarantee. (c) For the avoidance purposes of doubtthis Limited Guarantee, none pursuit of a claim against a person by the Guaranteed Party or any Related Person of the GuarantorGuarantee Party shall be deemed to be pursuit of a claim by the Guaranteed Party. A person shall be deemed to have pursued a claim against another person if such first person brings a legal action against such second person, adds such second person to an existing legal proceeding or otherwise asserts a legal claim of any nature against such second person. (d) For the purposes of this Limited Guarantee, the term “Related Person” shall mean any controlled affiliate of a person, but shall not include Holdco, Parent, Merger Sub or the Other Guarantors or any of their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Partiescontrolled Affiliates.

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. 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. 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 ▇▇▇▇▇▇ 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 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. 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 the contrary that may be expressed or implied in this Limited Guarantee Agreement or any document or instrument delivered in connection herewithherewith (other than any letter of transmittal), by its acceptance of the benefits of this Limited GuaranteeAgreement: (a) Parent, the Guaranteed Party US Holdco and Merger Sub each covenants, agrees and acknowledges that (a) no person persons other than the Guarantor has Company have any obligations liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that, notwithstanding that the Guarantor a shareholder and its Affiliates or its respective managing members or general partners may be a partnership partnerships or limited liability companycompanies, (b) the Guaranteed Party none of Parent, US Holdco or Merger Sub 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, any Non-Recourse Party of the formerCompany, current through the Company or future equity holdersotherwise, controlling personswhether by or through attempted piercing of the corporate veil, directorsby or through a claim by or on behalf of the Company against any Non-Recourse Party of the Company, officersby the enforcement of any assessment or by any legal or equitable proceeding, employeesby virtue of any statute, agentsregulation or law, advisorsor otherwise; and (b) the Company covenants, representatives, Affiliates (agrees and acknowledges that no persons other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, US Holdco and Merger Sub have any liabilities, obligations, commitments (whether known or unknown or whether contingent or otherwise) hereunder, and that, the Company does not have any Other Guarantorright of recovery under this Agreement, or any formerclaim based on such liabilities, current or future equity holderobligations, controlling personcommitments against, directorand no personal liability shall attach to, 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”)Party of Parent or Merger Sub, through Parent, US Holdco or 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)of Parent, US Holdco or Merger Sub, 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 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 Partiesotherwise.

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 Each party hereto acknowledges and agrees that, except as otherwise expressly provided herein and without limiting the rights of the Company to the contrary that extent provided under Section 10.02, the Equity Commitment Letter or the Guaranty, this Agreement may be expressed enforced only against, and any claims or implied causes of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the entities that are expressly identified as parties to this Agreement (and the Guarantor in this Limited Guarantee or accordance with the Equity Commitment Letter and Guaranty and any document or instrument delivered other Person expressly named a party to any other agreement entered into in connection herewithwith the Transactions, by its acceptance excluding any Financing Source (without limiting any rights of Parent under any Debt Commitment Letter)) and then only with respect to the specific obligations set forth herein (or therein) with respect to such party. Except to the extent a named party to this Agreement (and the Guarantor in accordance with the Equity Commitment Letter and Guaranty and any other Person expressly named a party to any other agreement entered into in connection with the Transactions, excluding any Financing Source (without limiting any rights of Parent under any Debt Commitment Letter)) (and then only to the extent of the benefits of this Limited Guaranteespecific obligations undertaken by such named party herein or therein, the Guaranteed Party agrees and acknowledges that not otherwise), no other Person (aeach, a “Non-Recourse Party”) no person other than the Guarantor has shall have any liability for any obligations hereunderor liabilities of any party to this Agreement for any claim (whether in contract or tort, 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 at law or in equity, or based upon any document theory that seeks to impose liability of an entity party against its owners or instrument delivered Affiliates) for any obligations or liabilities arising under, in connection herewithwith or related to this Agreement, or for any claim based on, in respect of, or by reason ofof this Agreement or any other agreement entered into in connection with the Transactions or the preparation, 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, managersnegotiation of executing thereof, 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 oral or obligations arising under, other representations made or alleged to be made in connection with, herewith except as otherwise expressly provided herein and without limiting the Merger Agreementrights of the Company to the extent provided under Section 10.02, the Equity Commitment Letter or the Transactions, including by piercing of Guaranty. Notwithstanding anything to the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth contrary contained in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Agreement, each Non-Recourse Party (including any person acting in a representative capacityeach Financing Source) any rights or remedies against any person including is an intended third-party beneficiary of, and shall be entitled to 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 Lettersprotections of, this Limited Guarantee or the Other Guarantees shall be Non-Recourse PartiesSection 10.09.

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 ▇▇▇▇▇▇ 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. The Guaranteed Party acknowledges that the sole asset of Parent is the Equity Commitment Letter, 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 herewithherewith or otherwise, and notwithstanding the fact that a Guarantor 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 Person other than the any Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) and the Guaranteed Party 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 on 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 (each in their capacities of such) of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, Parent or any former, current or future equity holderstockholder, member, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6)Affiliate, agent, advisor, representative or representative successor or assignee of any of the foregoing foregoing, but not including the Parent (such parties (excluding, for the avoidance of doubt, the Guarantor with respect to the rights of the Guaranteed Party hereunder and the Parent), each a “Non-Recourse Party”, and collectively the “Non-Recourse Parties”), through Parent, Merger Sub the 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 (c) otherwise, except for its rights under the only Confidentiality Agreement with the General Partner or the rights of recovery and claims that the Guaranteed Party has in respect of under the Merger Equity Commitment Letter. Except under the Confidentiality Agreement or with the Transaction General Partner, the Equity Commitment Letter to which the Guarantors are its rights to recover from, and assert claims against, a party (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), (iiitherein) 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 9.02 of the Merger Agreement and Section 4 of (subject to the Equity Commitment Letterlimitations set forth therein), recourse against the Guarantor under and Guarantors 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 controlled 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 Agreement or the Transactions, including by piercing transactions contemplated thereby or in respect of the corporate veil, any oral representations made or by a claim by or on behalf of Parent or Merger Suballeged to be made in connection therewith. 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 Guarantors as expressly set forth herein. For Without limiting the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreementforegoing, the Equity Commitment LettersGuaranteed Party hereby covenants and agrees that it shall not, and shall cause each of its Subsidiaries, officers, directors and controlled Affiliates not to, directly or indirectly, and it shall use its reasonable best efforts to cause its other Affiliates not to, institute any proceeding or bring any claim arising under, or in connection with, this Limited Guarantee or the Other Guarantees shall be against any Non-Recourse PartiesParty other than claims permitted under the Confidentiality Agreement for breach thereof. The Guaranteed Party acknowledges that the Guarantors are agreeing to enter into this Limited Guarantee in reliance on the provisions set forth in this Section 9. This Section 9 shall survive the termination of this Limited Guarantee.

No Recourse. (a) The Guaranteed Party acknowledges and agrees that none of Parent or ▇▇▇▇▇▇ 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 For the Closing occurs. Other than as expressly provided under Section 9.08 avoidance of doubt, none of the Guarantor, Parent, Merger Agreement Sub, Rollover Shareholders, Other Guarantors, Sponsor or their respective successors and Section 4 of permitted assigns under the Merger Agreement, the Support Agreement, the Other Guarantees, the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of Letters or this Limited Guarantee and against the Other Guarantors pursuant shall be a Non-Recourse Party. (b) Notwithstanding anything to the terms of contrary contained in this Limited Guarantee, the Other Guarantees 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, with the Merger Agreement, the Support Agreement, the Equity Commitment Letter Financing or the Transactionstransactions contemplated thereby. The Guaranteed Party hereby covenants and agrees that it shall not institute, including by piercing of the corporate veildirectly or indirectly, and shall cause its controlled Affiliates not to institute, directly or indirectly, any Action arising under, or by a claim by in connection with, the Merger Agreement or on behalf of Parent this Limited Guarantee or Merger Subthe transactions contemplated hereby or thereby, against the Guarantor or any Non-Recourse Party, except for the Retained Claims. Nothing set forth in this Limited Guarantee shall confer affect or give or shall be construed to confer affect any liability of Parent or Merger Sub to the Guaranteed Party under the Merger Agreement. Nothing set forth in this Limited Guarantee shall give or be construed to give any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantorperson, 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, in 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 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. (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, and notwithstanding the fact that the Investor may be a partnership or limited liability company, but subject to Section 9(c), by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees Company acknowledges and acknowledges agrees, on behalf of itself and to the extent permitted by Law, the Company Affiliates, that (a) no person other than the Guarantor such Person 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 security 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 of any partners, assignees or Representatives of the GuarantorInvestor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity security holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6)Affiliate, agent, advisor, assignee or representative Representative of any of the foregoing (each a collectively, including Parent and Sub, the “Non-Recourse PartyInvestor Affiliates”), through Parent, Merger Sub Parent 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 against the Investor or Merger Sub against any Non-Recourse Party Investor Affiliates (including any a claim to enforce the Equity Commitment Letter), equity commitment letter dated as of the date hereof between the Investor and Parent) 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 otherwise, except for its rights to recover from, and assert claims against, from the Investor (ibut not any Investor Affiliates) Parent and its Merger Sub Agreement Obligations 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, (iii) the Other Guarantors pursuant to and subject to the limitations set forth in described herein (including 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) collectivelyFinancing Cap, 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 caseMaximum Cap, the Guaranteed Party may seek recourse, whether by Appraisal Rights Cap or 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 personDamages Cap, as the case may be). Subject to Section 9(c), but only if in 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 event 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 Letterdoes not occur, recourse against the Guarantor Investor 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 Company and all of its affiliates the Company Affiliates against the Guarantor Investor and the Non-Recourse Parties Investor Affiliates (including Parent and Sub) in respect of any liabilities or obligations arising under, out of, in relation to, or in connection with, the Merger Agreement, the Equity Commitment Letter Agreement or the TransactionsTransactions (including the transactions contemplated hereby and by the Financing Commitments); provided, including by piercing however, that it is understood and agreed that the Company may bring a claim against Parent or Sub pursuant to clause (z) of the corporate veil, or by a claim by or on behalf first sentence of Parent or Merger SubSection 1. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person Person (including any Person acting in a Representative capacity) other than the Guaranteed Party (including any person acting in a representative capacity) Company and the Investor any rights or remedies against any person including Person other than the Guarantor, except Company and the Investor as expressly set forth herein. (b) The Company acknowledges that the Investor is agreeing to enter into this Limited Guarantee in reliance on the provisions set forth in this Section 9. For This Section 9 shall survive termination of this Limited Guarantee. (c) Notwithstanding anything to the avoidance of doubtcontrary contained herein, 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, nothing in this Limited Guarantee or in any other agreement shall prevent the Other Guarantees shall be Non-Recourse PartiesCompany from seeking to enforce Sections 6.07, 9.10, 9.11 and 9.12(c) of the Merger Agreement against any party thereto or the Confidentiality Agreement against Parent, Sub or any other Person subject thereto (including any successor or assign thereof).

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 herewithacknowledges, 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 itself 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 each 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 costsAffiliates, 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 shall 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 Offer Closing occurs. (b) Notwithstanding anything that may be expressed or implied in this Guarantee to the contrary (and subject only to the specific contractual provisions of the Merger Agreement), by its acceptance hereof, Guaranteed Party acknowledges and agrees that all claims, obligations, liabilities, causes of action, or proceedings (in each case, whether in contract or in tort, at law or in equity, or pursuant to statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Guarantee, or the negotiation, execution, performance, or breach of this Guarantee, including, without limitation, any representation or warranty made in, in connection with, or an as inducement to, this Guarantee (other than any claim with respect to actual fraud) (each of such above-described legal or equitable theories or sources of liability, a Claim) may be made only against (and are expressly limited to) Guarantor. Other than as expressly provided No Related Person shall have any liability or obligation in respect of any Claims. Guaranteed Party further acknowledges and agrees that that the only rights of recovery (not including its rights under Section 9.08 9.13 of the Merger Agreement) that Guaranteed Party has in respect of the Merger Agreement and Section 4 of or the Equity Commitment Letter, recourse against the Guarantor transactions contemplated thereby are (i) its rights to recover from Parent or Merger Sub 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, accordance with the Merger Agreement, (ii) its right to recover from Guarantor (but not any Related Person (other than with respect to actual fraud)) under and in accordance with this Guarantee (subject to the Equity Commitment Letter or Cap) and (iii) its rights to enforce the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger SubConfidentiality 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 . (c) Without limiting the avoidance of doubt, none generality of the Guarantorforegoing, Parent, Merger Sub to the maximum extent explicitly permitted or otherwise conceivable under applicable Law (and subject only to the Other Guarantors or their respective successors and assigns under specific contractual provisions of the Merger Agreement, and then, only against Parent or Merger Sub, as the Equity Commitment Letterscase may be), (i) Guaranteed Party hereby waives, releases and disclaims any and all Claims against all Related Persons, including, without limitation, any Claims to avoid or disregard the entity form of Guarantor or otherwise impose any liability arising out of, relating to or in connection with a Claim on any Related Persons, whether a Claim granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (ii) Guaranteed Party disclaims any reliance upon any Related Person with respect to the performance of this Limited Guarantee or any representation or warranty made in, in connection with, or as an inducement to this Guarantee. This Section 9 shall survive the Other Guarantees shall be Non-Recourse Partiestermination of this Guarantee.

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 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 p▇▇▇▇▇ 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. 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, 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 his 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 Guarantor pursuant to the terms of the Other Guarantees Guarantee shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates controlled Affiliates against the Guarantor and Guarantor, the Non-Recourse Parties Other Guarantor, 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. (a) In the event that this Agreement has been terminated in accordance with its terms, none of the Company or Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against Purchaser or any Purchaser Related Party arising out of or in connection with this Agreement or the Merger Agreement, the transactions contemplated by this Agreement or the Merger Agreement or any matters forming the basis for such termination, in each case, except for the Company’s right to pursue a claim for Damages against Purchaser pursuant to, and solely in the circumstances provided by, Section 10.2, including the Company’s right to enforce the Purchaser Guaranty against Purchaser Guarantor with respect thereto. (b) Notwithstanding anything to the contrary in this Agreement: (i) prior to the Closing, the Company’s right to terminate this Agreement and pursue a claim for Damages against Purchaser pursuant to, and solely in the circumstances provided by, Section 10.2 (including the Company’s right to enforce the Purchaser Guaranty against Purchaser Guarantor with respect thereto) shall, except for the right to seek specific performance in accordance with Section 12.2, be the sole and exclusive remedy of the Company and its Affiliates against Purchaser and any of its current, former or future Affiliates, and any of Purchaser’s or such Affiliates’ respective current, former or future directors, officers, general or limited partners, shareholders, members, managers, controlling persons, employees, representatives or agents (collectively, the “Purchaser Related Parties”) for any loss suffered as a result of any breach of any covenant, agreement, representation or warranty in this Agreement, the failure of the Closing to occur or the failure of the Merger to be consummated, or in respect of any oral representation alleged to have been made in connection herewith or therewith; and no Purchaser Related Party shall have any further liability or obligation relating to or arising out of this Agreement, the Merger or the other transactions contemplated by this Agreement or the Merger Agreement or in respect of any other agreement, document or theory of Law or equity or in respect of any oral representations alleged to have been made in connection herewith or therewith, whether in equity or at Law, in contract, in tort or otherwise; (ii) except for the right to seek specific performance in accordance with Section 12.2, in connection with any loss suffered as a result of any breach of any covenant, agreement, representation or warranty in this Agreement, the failure of the Closing to occur or the failure of the Merger or any other transaction contemplated by this Agreement or the Merger Agreement to be consummated, or in respect of any oral representation alleged to be have been made in connection herewith or therewith, each party agrees that the maximum aggregate liability of the Purchaser Related Parties or the Company Related Parties, as the case may be, shall be limited to an amount equal to the Purchase Price, and in no event shall the Company with respect to the Purchaser Related Parties or Purchaser with respect to the Company Related Parties seek to recover any damages in excess of such amount; (iii) this Agreement may only be enforced by the Company 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 Merger Agreement, or instrument delivered in connection herewiththe negotiation, by its acceptance of the benefits execution or performance of this Limited GuaranteeAgreement or the Merger Agreement, may only be made by the Guaranteed Company against Purchaser (or against Purchaser Guarantor under the Purchaser Guaranty), and no other Purchaser Related Party agrees and acknowledges that (a) no person other than the Guarantor has shall have any liability for any obligations hereunder, notwithstanding that the or liabilities of Purchaser or Purchaser 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 (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 tothe purchase of the Purchased Preferred Shares hereunder, the former, current Merger or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (the other than any assignee under Section 6), members, managers, transactions contemplated by this Agreement 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 in respect of any oral representations alleged to have been made in connection herewith or therewith. Without limiting the Transaction are rights of the Company against Purchaser under this Agreement (or against Purchaser Guarantor under the Purchaser Guaranty), in no event shall the Company or any of its rights Affiliates, and the Company agrees not to and to cause its Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover 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 other Purchaser Related 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) prior to the Guarantor Closing, the Purchaser’s right to terminate this Agreement and pursue a claim for Damages against the Other Guarantors Company pursuant to, and their respective successors solely in the circumstances provided by, Section 8.1 and assigns under Section 10.2 (including the Equity Commitment Letters pursuant Purchaser’s right to and enforce the Family Guaranty against the Officer Shareholders with respect thereto) shall, except for the rights (A) to seek specific performance in accordance with the terms thereof (claims against (i)Section 12.2, (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 expense reimbursement pursuant to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) Section 6.1 and (iiiC) 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 indemnification pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall Section 8.1(a)(i), be the sole and exclusive remedy of the Guaranteed Party Purchaser and all of its affiliates Affiliates against the Guarantor Company, Family LLC and any of their respective current, former or future Affiliates, and any of the Non-Recourse Parties Company’s, Family LLC’s or such Affiliates’ respective current, former or future directors, officers, general or limited partners, shareholders, members, managers, controlling persons, employees, representatives or agents (collectively, the “Company Related Parties”) for any loss suffered as a result of any breach of any covenant, agreement, representation or warranty in this Agreement, or in respect of any liabilities oral representation alleged to have been made in connection herewith or obligations therewith; and no Company Related Party shall have any further liability or obligation relating to or arising under, out of this Agreement or the other transactions contemplated by this Agreement or in respect of any other agreement, document or theory of Law or equity or in respect of any oral representations alleged to have been made in connection withherewith or therewith, whether in equity or at Law, in contract, in tort or otherwise; and (v) this Agreement may only be enforced by Purchaser against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement or the Merger Agreement, the Equity Commitment Letter or the Transactionsnegotiation, including by piercing execution or performance of the corporate veil, this Agreement 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, may only be made by Purchaser against the Equity Commitment LettersCompany (or against the Officer Shareholders under the Family Guaranty), and no other Company Related Party shall have any liability for any obligations or liabilities of the Company or the Officer Shareholders or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the purchase of the Purchased Preferred Shares hereunder, the Merger or the other transactions contemplated by this Agreement or the Merger Agreement or in respect of any oral representations alleged to have been made in connection herewith or therewith. Without limiting the rights of Purchaser against the Company under this Agreement (or against the Officer Shareholders under the Family Guaranty), in no event shall Purchaser or any of its Affiliates, and Purchaser agrees not to and to cause its Affiliates not to, seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover damages from, any other Company Related Party. (c) Each Purchaser Related Party and Company Related Party is an intended third party beneficiary of, and shall be entitled to enforce the covenants and agreements set forth in, this Limited Guarantee or the Other Guarantees shall be Non-Recourse PartiesSection 10.3.

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. (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 herein. (b) Recourse against 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 permitted assignees 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 Related Persons 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 Abax Financing Commitment Letter 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 be construed to affect any liability of Parent or Merger Sub to the Guaranteed Party under the Merger Agreement or otherwise 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 Guarantorperson, except as expressly set forth herein. in this Limited Guarantee. (c) For the avoidance purposes of doubtthis Limited Guarantee, none pursuit of a claim against a Person by the Guaranteed Party or any Related Person of the GuarantorGuarantee Party shall be deemed to be pursuit of a claim by the Guaranteed Party. A Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such second Person, adds such second Person to an existing legal proceeding or otherwise asserts a legal claim of any nature against such second Person. (d) For the purposes of this Limited Guarantee, the term “Related Person” shall mean, with respect to any person, any controlled affiliate of such person, but shall not include Parent, Merger Sub or the Other Guarantors or any of their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Partiescontrolled affiliates.

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.

No Recourse. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Agreement, no Person other than the Sponsor shall have any liability for any obligations or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees liabilities hereunder and acknowledges that (a) no person other than the Guarantor has recourse hereunder shall be had against 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 holdersdirect or indirect director, officer, employee, agent, partner, manager, member, security holder, Affiliate, stockholder, controlling personsPerson, directorsattorney or Representative of the Sponsor, officersas applicable, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the GuarantorSponsor, Parent, Merger Sub or any Other Guarantor, their respective successors or assigns under the Merger Agreement (a “Related Party”) 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 Related Party of any of the foregoing Sponsor’s Related Parties (each a “Non-Recourse Party”)including without limitation, through Parentin respect of any liabilities or obligations arising under, or in connection with the Merger, the Merger Sub Agreement and the transactions contemplated thereby or otherwisewith respect to any Legal Proceeding, whether by or through attempted piercing of including without limitation, in the corporate veil, by or through a claim by or on behalf of event that either 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 breaches its obligations under the Merger Agreement and including whether or the Transaction are its rights to recover from, and assert claims against, (i) Parent and not Parent’s 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) 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 Sub’s breach 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 caused by the aggregate amount breach by the Sponsor of costs, expenses and Losses described in clauses (iihis obligations under this Agreement) 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 Law, against and (b) no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Related Party of the Sponsor or any Related Party of the Sponsor’s Related Parties under this Agreement or for any claim based on, in respect of, or by reason of 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 or by their creation. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other than the Company (solely to the extent provided for in the first sentence 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 6 of this Limited Guarantee Agreement), Parent, and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive Sponsor, any right, benefit or 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, nature whatsoever under 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 hereinAgreement. For the avoidance of doubt, none this Section 4 shall not in any manner limit, restrict or affect any of the Guarantor, Parent, Merger Sub Related Parties’ obligations or the Other Guarantors or their respective successors and assigns liabilities under (i) the Merger Agreement, (ii) that certain Equity Contribution and Voting Agreement, dated as of the Equity Commitment Lettersdate hereof, this by and among Parent and Rollover Stockholders (the “Support Agreement”), or (iii) that certain limited guarantee, dated as of the date hereof, by and between the Sponsor and the Company (the “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 . (Ab) 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. . (c) Other than as expressly provided under the Merger Agreement, Section 9.08 12(k) of the Merger Support Agreement and Section 4 and Section 6 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 Merger Agreement, the Equity Commitment Letter Letter, the 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 LettersLetter, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

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 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. Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee Agreement, the Related Agreements or any document document, agreement, or instrument delivered in connection herewithcontemporaneously with this Agreement, and notwithstanding the fact that any Party may be a partnership or limited liability company, by its acceptance of the benefits of this Limited GuaranteeAgreement, the Guaranteed each Party covenants, agrees and acknowledges that (a) no person Persons other than the Guarantor has Parties shall have any obligations hereunder, notwithstanding obligation under this Agreement. Each Party acknowledges and agrees that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party it has no right rights of recovery under this Limited Guarantee Agreement against, and no recourse under this Agreement, under any Related Agreements or under any documents, agreements, or instruments delivered contemporaneously with this Agreement or in respect of any document oral representations made or instrument delivered alleged to be made in connection herewithwith this Agreement or any Related Agreement. Without limiting the generality of the foregoing but expressly excluding the Parties, the limitation set forth in this Section 14.10 shall apply with respect to any former, current or future director, officer, agent, attorney, financing source, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Party (or any of their successor or permitted assignees), against any former, current, or future direct or indirect equityholder, general or limited partner, manager, stockholder or member of any Party (or any of their successors or permitted assignees) or any Affiliate of such Party or with respect to any former, current or future director, officer, agent, attorney, financing source, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing (each, a “Party Affiliate”). The limitation on liability set forth this Section 14.10 shall apply to any claim or cause of action, whether asserted 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 with respect to the Party 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. The Parties also expressly agree and acknowledge that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Party Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated by this Agreement, under any Related Agreement or under any documents or instruments delivered contemporaneously with this Agreement, in respect of any oral representations made or alleged to be made in connection with this Agreement or any Related Agreement, 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 in this Agreement, 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 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 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 specific 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 Agreement with respect to confer or give to any person other than the Guaranteed such Party. Each Party (including any person acting in Affiliate is expressly intended as a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance direct third-party beneficiary 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 14.10.

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. 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 (a) 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 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 or implied in this Limited Guarantee or any document or instrument delivered in connection herewithan individual, by its the Guaranteed Party’s 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, any former, current and future direct or indirect agents, Affiliates, attorneys or other representatives of the Guarantor, or any of their respective successors or assignees (and its respective executors, administrators, personal representatives and heirs, but only in their capacity as such) or any of the former, current and future direct or future indirect equity holders, 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 partners, Lenders, attorneys or other representatives or successors or assignees of any of the Guarantorforegoing, Parentincluding, Merger Sub or without limitation and for the purpose of clarification, any Other Guarantor, or any of the former, current and future direct or future indirect equity holderholders, 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 of any successors or assignees of the foregoing Parent Parties (each 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, 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 from the Guarantor 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; it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Specified Person for any obligation of the Guarantor or any of its successors or permitted assigns (or its executors, administrators, personal representatives and heirs, but only in their capacity as such) 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 (subject to 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. Recourse against the Cap to the extent applicable and the other limitations described herein)Guarantor under this Limited Guarantee, (iii) the Other Guarantors pursuant to and subject to the limitations and conditions 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)herein, (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 any Specified Person 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 SubObligations. 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. The Specified Persons are intended third party beneficiaries of the provisions of this Section 9 entitled to enforce the same. For the avoidance of doubt, none of (i) this Section 9 shall not limit the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under Company’s ability to pursue its specific performance rights in accordance with the Merger Agreement, the Equity Commitment LettersLetter and the Rollover Agreement, and (ii) the Specified Person or Specified Persons shall not include the Parent Parties or the Guarantor. (b) For the purposes of this Limited Guarantee Guarantee, pursuit of a claim against a Person by the Guaranteed Party or any Related Person of the Other Guarantees Guaranteed Party shall be Non-Recourse Partiesdeemed to be pursuit of a claim by the Guaranteed Party. A Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such second Person, adds such second Person to an existing legal proceeding or otherwise asserts a legal claim of any nature against such second Person. (c) For the purposes of this Limited Guarantee, the term “Related Person” shall mean, with respect to any person, any controlled affiliate of such person, but shall not include Parent, Merger Sub or any of their controlled affiliates.

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 Lettersterm “Related Party” of any person shall mean any and all former, this Limited Guarantee current or the Other Guarantees shall be Nonfuture directors, officers, employees, agents, direct or indirect equity holders, controlling persons, general or limited partners, managers, members, stockholders, co-Recourse Partiesinvestors, attorneys, financial or other professional advisors, representatives or Affiliates (other than a Permitted Assignee to which an assignment pursuant to Section 12 has been effected) of such person and their respective successors and permitted assigns.

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 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 separate corporate or limited liability company, (b) the Guaranteed Party has no right entity existence 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 Agreementthat, (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 date hereof, each 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 Sub’s sole assets other than certain contract rights and cash in (if any) are a de minimis amount of cash, 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 Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith (including, without limitation, the Guarantor Equity Commitment Letter and the Merger Agreement), (i) in no event shall the Guaranteed Party or any of its Affiliates or any of their respective former, current and future directors, officers, employees, direct or indirect holder of any equity, stockholders, controlling persons, Affiliates, attorneys, members, managers, general or limited partners, assignees, agents and representatives seek any damages or any other recovery, judgment, or remedies of any kind, including consequential, indirect or punitive damages, against Parent and Merger Sub in excess of the Cap in connection with the Merger Agreement, the failure of the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and Section 4 thereby or in respect of any representations made or alleged to have been made in connection therewith, whether in equity or at law, in contract, in tort or otherwise, and (ii) notwithstanding the fact that the Guarantor is a limited partnership or other type of entity, by its acceptance of the Equity Commitment Letterbenefits of this Limited Guarantee, the Guaranteed Party acknowledges and agrees that no Person has any right of recovery against, no recourse shall be had against and no personal liability shall attach to, the Guarantor, Parent and Merger Sub, or any of their or their respective Affiliates’ respective former, current or future directors, officers, employees, direct or indirect holder of any equity, stockholders, controlling persons, Affiliates, attorneys, members, managers, general or limited partners, assignees, agents, representatives or representatives of any of the foregoing (but not including Parent, Merger Sub, the Guarantor or the Other Guarantor, a “Parent Related Party” and together, the “Parent Related Parties”), including through Parent or 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 or in tort, contract or otherwise) by or on behalf of Parent and Merger Sub against any Parent Related Parties, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any Applicable Law, or otherwise, except for its rights to recover from the Guarantor (but not any other Person) under and to the extent provided in this Limited Guarantee and its rights to recover from the Other Guarantor under and to the extent provided in the Other Limited Guarantee, and subject to the other limitations described herein, including, for the avoidance of doubt, the Cap, and any other claims that are Non-Prohibited Claims solely against such Person; it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Parent Related Party for any obligation of the Guarantor or any of its successors or permitted assigns under this Limited Guarantee or any documents or instruments delivered in connection herewith or in respect of any oral or written 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. Except for any claims that are Non-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 Parent Related Party in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee and the Merger Agreement, the Equity Commitment Letter failure of the Merger or the Transactionsother transactions contemplated by the Merger Agreement to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any representations made or alleged to have been made in connection therewith, including by piercing whether in equity or at Law, in Contract, in tort or otherwise. Notwithstanding anything to the contrary contained herein, nothing herein shall limit the rights of the corporate veil, or by a claim by or on behalf Guaranteed Party in respect of Parent or Merger Subthe Non-Prohibited Claims. Nothing set forth in this Limited Guarantee shall affect or be construed to affect any liability of Parent and Merger Sub 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. The Guaranteed Party acknowledges the separate corporate existence of Parent and that, as of the date hereof, Parent’s sole assets (if any) are a de minimis amount of cash, 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 other Transaction Agreement, or in any agreement, document or instrument delivered (including, without limitation, the Equity Commitment Letters and the Merger Agreement), or statement made or action taken in connection herewithwith or pursuant to, the transactions contemplated by any of the Transaction Agreements or the negotiation, execution, performance or breach of any Transaction Agreements, and 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, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees covenants, acknowledges and acknowledges that agrees, on behalf of itself and its Affiliates, (ai) in no person event shall the Guaranteed Party or any of its Affiliates seek any damages or any other than recovery, judgment, or remedies of any kind, including consequential, indirect or punitive damages, against Parent in excess of the Guarantor has Cap in connection with the Merger Agreement or in connection with the failure of the transactions contemplated by the Merger Agreement to be consummated for any obligations hereunderreason or otherwise in connection with the transactions contemplated thereby (including in respect of any oral representations made or alleged to have been made in connection therewith), and (ii) notwithstanding the fact that the Guarantor may be a corporation, partnership or limited liability company, (b) by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party 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, no recourse shall be had against and no personal liability shall attach to, the Guarantor or any of its 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, managersstockholders, holders of equity, controlling persons, Affiliates, representatives or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, assignees 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 holder of equity, controlling person, Affiliate, representative or assignee under Section 6), agent, advisor, or representative of any of the foregoing (each but not including Parent or the Guarantor, a “Non-Recourse Party” and together, the “Non-Recourse Parties”), including through Parent, Merger Sub Parent 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 of Parent against the Guarantor or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter)Parties, 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 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 Partyother Person) under and to the extent expressly provided in this Limited Guarantee (Guarantee, and subject to the Cap to the extent applicable and the other limitations described herein), (iii) including, for 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) collectivelyavoidance of doubt, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with Cap, and 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 or equitable proceeding or by virtue of Non-Recourse Parties 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 its 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 any Non-Recourse Parties 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 veilTransactions 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 Parent 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 Notwithstanding anything to the avoidance of doubt, none of contrary contained herein or in the Guarantor’s Equity Commitment Letter, Parent, Merger Sub under no circumstance shall the Guaranteed Party be permitted or entitled to receive both (a) a grant of specific performance under the Other Guarantors Guarantor’s Equity Commitment Letter or their respective successors and assigns under the Merger Agreement, Agreement to cause the Closing or to cause Parent to enforce the Equity Commitment Letters, this Limited Guarantee or Letter and (b) payment of the Other Guarantees shall be Non-Recourse PartiesParent Termination Fee.

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 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, (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 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 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)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, 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 Guarantors (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 either of the Guarantor Guarantors (Ax) consolidates consolidate with or merges merge 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 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 Guarantors fail to satisfy its their payment obligations hereunder and only to the extent of the liability of the Guarantor Guarantors 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 of the Equity Commitment LetterAgreement, recourse against the Guarantor Guarantors 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 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 Agreement 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 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 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, 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 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 Guarantor Guarantors (and their permitted assigns) has any obligations hereunderliabilities, obligations, or commitments (whether known or unknown or whether contingent or otherwise) hereunder and that, notwithstanding that the Guarantor a Guarantor’s assignee permitted under Section 6 hereof 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 herewithGuaranty, or for any claim based onon such liabilities, in respect ofobligations, or by reason of, such obligations or their creation, and commitments against, and no personal liability whatsoever shall attach to, be imposed upon or otherwise be incurred by, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee permitted under Section 66 hereof, under Section 4 of the Equity Commitment Letter or under the Liverpool Limited Guaranty), members, managers, managers or general or limited partners of any of the Guarantor, Parent, Guarantors or Parent or of 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 permitted under Section 66 hereof, under Section 4 of the Equity Commitment Letter or under the Liverpool Limited Guaranty), agent, advisor, financing sources or representative agent of any of the foregoing and their successors or assigns (collectively, but not including the Guarantors, Parent and Merger Sub, or their respective successors and permitted assigns, each a “Non-Recourse Party”), through Parent, Merger Sub or otherwiseParent hereunder, 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)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, except pursuant to the Retained Claims (against the Person specifically identified with respect to such Retained Claim and (c) in the circumstances provided therein). 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 Agreement, the Equity Commitment Letter, the other Transaction Documents, or the Transaction are its rights to recover fromtransactions contemplated thereby or in connection therewith, and assert claims against, (i) Parent and Merger Sub under and to against the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to Parties are 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 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 unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of occurs and only substantially concurrently therewith in accordance with the Merger Agreement and Section 4 terms 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 Guaranty shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates controlled 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 Transactionstransactions contemplated thereby, including by piercing of the corporate veil, veil or by a claim by or on behalf of Parent or Merger SubParent, other than the Retained Claims (against the Person specifically identified with respect to such Retained Claim and in the circumstances provided therein). Nothing set forth Notwithstanding the foregoing, nothing in this Limited Guarantee Guaranty shall confer or give or shall be construed to confer or give to any person other than restrict the ability of the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies to bring the Retained Claims against any person including the GuarantorPerson specifically identified therein to the extent permitted thereby, except as expressly set forth herein. For nor shall it limit the avoidance of doubt, none of the Guarantor, Parent, Merger Sub liability or the Other Guarantors or their respective successors and assigns obligations of such Person under the Merger Agreementsuch Retained Claim, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees which liability shall be Non-Recourse Partiessubject to the limitations applicable to the corresponding Retained Claim.

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: (i) no Person other than the Guarantor shall have any obligations under or in connection with this Limited Guaranty, (ii) the Guarantor shall have no obligations under or in connection with this Limited Guaranty except as expressly provided by this Limited Guaranty, and (iii) 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 p▇▇▇▇▇ a corporate, limited liability company, partnership or other veil, or by attempting to compel any party to enforce any actual or purported right 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 former, current or future equity holders, controlling Person, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of the Guarantor, Merger Agreement and Section 4 Sub or Parent, or any former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of any of the Equity Commitment Letterforegoing, recourse against excluding, however, the Guarantor, Parent and Merger Sub (each, a “Non-Recourse Party” and together, the “Non-Recourse Parties”) in any way under or in connection with this Limited Guaranty, the Merger Agreement, any other agreement or instrument executed or delivered in connection with this Limited Guaranty or the Merger Agreement, 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 against: (x) the Guarantor under and its respective successors and assigns under, and pursuant to the terms of and conditions of, this Limited Guarantee Guaranty; and against the Other Guarantors (y) Parent or Merger Sub and their respective successors and assigns in accordance with and pursuant to the terms and conditions of the Other Guarantees shall be Merger Agreement (the sole claims described in clauses (x) and exclusive remedy of (y) together, the “Retained Claims”). (b) The Guaranteed Party hereby covenants and all of agrees that it shall not, and it shall cause its affiliates Affiliates not to, institute any proceeding or bring any claim 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 (including, without limitation, the Contribution Agreement and the Financing Commitments), or the transactions contemplated hereby or thereby (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against the Guarantor and (i) the Non-Recourse Parties or (ii) the Guarantor, Merger Sub or Parent, except in respect the case of clause (ii) for Retained Claims asserted by the Guaranteed Party against 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 veilGuarantor, Merger Sub or by a claim by or on behalf of Parent or Merger Subagainst which such Retained Claims may be asserted in accordance with the provisions under this Section 9. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other Other than the Guaranteed Party (including any person acting in a representative capacity) Party, the Guarantor, the Non-Recourse Parties, Parent and Merger Sub, no Person shall have 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 under or in connection with this Limited Guaranty 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 Partiestransactions contemplated hereby.

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 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 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, Parent▇▇▇▇▇▇▇, 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. 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 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. 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 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.