Common use of Sole Remedy Clause in Contracts

Sole Remedy. The Company acknowledges and agrees that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the 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 statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth herein.

Sole Remedy. The Company acknowledges and agrees that the sole cash asset of each of Parent and Sub Merger Subsidiary is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub Merger Subsidiary unless the Closing occurs. Notwithstanding anything that may be expressed or implied in this Limited Guarantee, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or Person will have any right of recovery against, or contribution fromand no personal liability will attach (for any reason) to, any Guarantor or any of the Guarantors’ Guarantor’s, Parent’s or Merger Subsidiary’s former, current or future stockholders, holders of any equityAffiliates, partnership or limited liability company interestcontrolling persons, officermembers, member, manager, directormanagers, employees, agents agents, officers or directors or any former, current or future stockholders, Affiliates, general or any Affiliate limited partners, controlling persons, members, managers, employees, agents, officers or assignee of any directors of the foregoingforegoing (collectively (but not including Parent and Merger Subsidiary), (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor AffiliatesNon-Recourse Parties”), through Parent or Sub and Merger Subsidiary or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, whether by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent or Sub Merger Subsidiary against the Non-Recourse Parties, whether in respect of any Guarantor oral representations made or any Guarantor Affiliatealleged to be made in connection herewith, or otherwiseotherwise (including any claim to enforce the Equity Commitment Letter), except for its rights under this Limited Guaranty providedGuarantee, however, that in under the event any Guarantor (i) consolidates with or merges with any other Person Merger Agreement and is not under the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties Confidentiality Agreement. Notwithstanding anything to the contrary contained herein and other assets than with respect to any Person such that a claim brought under the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum AmountConfidentiality Agreement, then, and in each such case, the 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 statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse recourse against the Guarantors Guarantor under this Limited Guaranty Guarantee shall be the sole and exclusive remedy of the Company and all of its their respective Affiliates against the Guarantor and any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) of its respective Affiliates in respect of any liabilities or obligations arising under, or in connection with, or in respect of, the Merger Agreement Agreement, the Equity Commitment Letter, this Limited Guarantee or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect fraud or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinwillful misconduct.

Sole Remedy. The Company acknowledges and agrees that the sole cash asset of each of Parent and Sub Acquisition is cash in a de minimis amount and that that, except as provided for and in accordance with the Equity Commitment Letter, no additional funds are expected to be contributed to Parent or Sub and Acquisition unless the Closing occurs, occurs and that then only in accordance with the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any terms of the GuarantorsEquity Commitment Letter (subject to the limitations set forth therein). The Notwithstanding anything that may be expressed or implied in this Limited Guaranty, the Company further agrees that it has that, except for its rights against the Guarantor under this Limited Guaranty (subject to the limitations set forth herein), no remedy, recourse or Person will have any right of recovery against, or contribution fromand no personal liability will attach (for any reason) to, any Guarantor or any of the Guarantors’ Guarantor’s, Parent’s or Acquisition’s former, current or future stockholders, holders of any equityaffiliates, partnership general or limited liability company interestpartners, officercontrolling persons, membermembers, manager, directormanagers, employees, agents agents, officers or Affiliates, directors or any Affiliate former, current or assignee of any future stockholders, affiliates, general or limited partners, controlling persons, members, managers, employees, agents, officers or directors of the foregoingforegoing (collectively (but not including Parent or Acquisition), (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor AffiliatesNon-Recourse Parties”), through Parent or Sub Acquisition or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, whether by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent or Sub Acquisition against the Non-Recourse Parties, whether in respect of any Guarantor oral representations made or any Guarantor Affiliatealleged to be made in connection herewith or the Equity Commitment Letter, or otherwise. Notwithstanding anything to the contrary contained herein, except for its rights recourse against the Guarantor under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the 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 statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only subject to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty limitations set forth herein) shall be the sole and exclusive remedy remedies of the Company and all of its Affiliates affiliates against the Guarantor and any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) of its affiliates in respect of any liabilities or obligations arising under, or in connection with, or in respect of, the Merger Agreement Agreement, the Equity Commitment Letter, this Limited Guaranty or the transactions contemplated hereby or thereby. The Company hereby covenants ; provided that, if the Wellspring Funding is made under and agrees that it shall not institute, in accordance with the terms of the Equity Commitment Letter and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection withthe Closing occurs, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor Company may not recover under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth herein.

Sole Remedy. (a) The Company acknowledges and agrees that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that the Company Guarantor shall not have any right obligation or liability to cause any monies to be contributed to Parent Person relating to, arising out of or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantorsin connection with this Limited Guarantee other than as expressly set forth herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution fromand no personal liability shall attach to, any Guarantor former, current or any future, direct or indirect director, officer, employee, agent or affiliates of the Guarantors’ Guarantor, Parent or Merger Sub, any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor, Parent or Merger Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future stockholdersassignee of the Guarantor, holders of Parent or Merger Sub or any equityformer, partnership current or limited liability company interestfuture director, officer, memberemployee, agent, general or limited partner, manager, directormember, employeesstockholder, agents or Affiliatesaffiliate, or any Affiliate controlling person, representative or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, by or through a claim by or on behalf of Parent or Merger Sub against the stockholders or affiliates of the Guarantor, Parent or Merger Sub or otherwise in respect of any Guarantor liabilities or any Guarantor Affiliateobligations relating to, arising out of or otherwisein connection with, the Merger Agreement and the transactions contemplated thereby, except for the Company’s rights against the Guarantor, its rights under successors or permitted assigns under, or in connection with, this Limited Guaranty providedGuarantee, howeverthe Confidentiality Agreement, that the Equity Financing Commitment or the transactions contemplated hereby or thereby and against Parent or Merger Sub or their respective successors and assigns under, or in connection with, the Confidentiality Agreement or the Merger Agreement or the transactions contemplated thereby. In the event any the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ Guarantor’s remaining net assets plus uncalled capital is less than the Maximum AmountAmount (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the 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 statue, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any such Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinhereunder.

Sole Remedy. The Company Guaranteed Party acknowledges the separate corporate existence of Parent and Merger Sub and agrees that the sole cash asset of each of Parent and Xxxxxx Sub is 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 under the Merger Agreement. Notwithstanding anything that may be expressed or implied in this Limited Guaranty, and the Merger Agreement, the Support Agreements, the Equity Commitment Letters, the Debt Commitment Letter, the Other Guaranties or any document or instrument delivered in connection herewith or therewith, by its acceptance of the benefits of this Limited Guaranty, the Guaranteed Party further agrees that none of the Company Guaranteed Party Related Persons shall not have any right to cause of recovery against, and no personal liability shall attach to, (A) the Guarantor or (B) any monies to be contributed to Parent Affiliate of the Guarantor, or Sub by any currentformer, former current or prospective equity holderfuture direct or indirect director, officer, memberemployee, agent, manager, incorporator, attorney, advisor or other Representative of the Guarantor or of any Affiliate of the Guarantor (including any person negotiating or executing this Limited Guaranty on behalf of such a party), any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor or of any Affiliate of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise), or any former, current or future director, officer, employee, agent, employeeincorporator, Affiliate attorney, general or limited partner, manager, member, equityholder, stockholder, Affiliate, controlling person, advisor or other representative, successor or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of foregoing (each such person set forth in the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, foregoing clause (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”B), through Parent or Sub or otherwise, a “Related Person”) whether by or through attempted piercing of the corporate veil corporate, limited liability company or similar actionlimited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against any the Guarantor or any Guarantor Affiliate, or otherwiseRelated Person, except for any claim against (i) Xxxxxx and Merger Sub and their respective successors and assigns under and to the extent expressly provided for in the Merger Agreement, (ii) the Guarantor and its rights successors and assigns under and to the extent expressly provided in this Limited Guaranty provided, however, that and any Other Guarantor and its successors and assigns pursuant to and to the extent expressly provided in the event applicable Other Guaranty (in each case, subject to the Maximum Amount and the Guaranteed Obligations set forth in this Limited Guaranty or such Other Guaranty and the other limitations described herein or therein), (iii) any Guarantor Investor (as defined in the applicable Support Agreement) and its successors and assigns pursuant to the Guaranteed Party’s third party beneficiary rights to the extent expressly set forth in the applicable Support Agreement, and (iv) any Sponsor (as defined in the applicable Equity Commitment Letter) and its successor and assigns pursuant to the Company Third Party Beneficiary Rights (as defined in the applicable Equity Commitment Letter), in each case pursuant to and in accordance with the terms thereof (the rights and claims described under (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or to (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amountiv), then, and in each such casecollectively, the 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 statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor EntityRetained Claims”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty The Retained Claims shall be the sole and exclusive remedy of the Company Guaranteed Party and all its subsidiaries, any of their respective Affiliates and the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, members, managers, general or limited partners, and assignees of each of the Guaranteed Party, its subsidiaries, and any of their Affiliates (the “Guaranteed Party Related Persons”) against the Guarantor and any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) Related Person in respect of any matters, liabilities or obligations arising under, or in connection with, the Merger Agreement Agreement, this Limited Guaranty, the Other Guaranties, the Equity Commitment Letters, the Support Agreements or the transactions contemplated therebyhereby and thereby (collectively, the “Transactional Matters”), including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Company Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause each of the Guaranteed Party’s controlled Affiliates and agents duly authorized to act on the Guaranteed Party’s or its respective Affiliates controlled Affiliates’ behalf, not to institute, any proceeding or bring any other claim arising under, or in connection with, the Transactional Matters (including any liabilities or obligations arising under, or in connection with, the Merger Agreement Agreement, this Limited Guaranty, the Other Guaranties, the Equity Commitment Letters, the Support Agreements, or the transactions contemplated hereby and thereby, ) against any the Guarantor or any Guarantor Affiliate (Related Person, other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guarantywith respect to the Retained Claims. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company Guaranteed Party (including any Person acting in a representative Representative capacity) any rights or remedies against any Person other than Person, including the Guarantors Guarantor, except as expressly set forth herein.

Sole Remedy. (a) The Company Guaranteed Party acknowledges and agrees that the sole cash asset agrees, on behalf of itself and on behalf of each of its respective Company Related Parties, that the assets of Parent and Sub is Purchaser are limited to cash in a de minimis amount and its rights under, and on the terms, and subject to the conditions, set forth in the Merger Agreement and the Equity Commitment Letter and that no additional funds are expected to be contributed to Parent or Sub unless Purchaser until the Closing occursAcceptance Time occurs pursuant to the Merger Agreement. The Guaranteed Party further acknowledges and agrees, on behalf of itself and the Company Related Parties, that no Person (other than each Guarantor on the terms, and subject to the conditions, set forth herein) has any obligations hereunder and that, notwithstanding that any Guarantor may be a limited partnership, limited liability company, exempt company or similar entity or anything to the contrary herein or in any other Transaction Document, the Guaranteed Party and the Company shall not Related Parties have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery under, or otherwise related to, this Limited Guaranty, the Merger Agreement, the Equity Commitment Letter, the other Transaction Documents or the transactions contemplated hereby or thereby against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent any Guarantor or Sub Parent, Purchaser or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent any Guarantor or Sub Purchaser against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor Retained Claims (ias hereinafter defined) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the 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 statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damagesparty(ies) in with respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for which such claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinare Retained Claims.

Sole Remedy. The Company acknowledges and agrees that Notwithstanding anything to the sole cash asset contrary set forth in this Agreement, in the event of each of a Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless Termination Fee Triggering Termination, the Closing occurs, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any Company’s receipt of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, Parent Termination Fee to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”owed pursuant to this Section 9.03(a), through other than in the case of Fraud or Willful Breach of this Agreement by Parent or Sub or otherwiseMerger Subs, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the 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 statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall will be the sole and exclusive remedy of the Company and all the other Acquired Companies and each of their respective Affiliates and Representatives against (A) Parent, its Subsidiaries and each of their respective Affiliates against any Guarantor or any Guarantor Affiliate and (other than against Parent or Sub for non-monetary damagesB) in respect the former, current and future holders of any liabilities equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or obligations arising underlimited partners, or in connection withstockholders and assignees of each of Parent, its Subsidiaries and each of their respective Affiliates (clauses (A) and (B) collectively, the Merger “Parent Related Parties”) for any loss or Damages based upon, arising out of or relating to this Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institutenegotiation, and shall cause its respective Affiliates not to institute, any proceeding execution or bring any other claim arising under, or in connection with, the Merger Agreement performance hereof or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited GuarantyTransactions. Nothing Notwithstanding anything to the contrary set forth in this Limited Guaranty shall affect Agreement, upon payment of such amount, other than in the case of Fraud or be construed to affect any liability Willful Breach of this Agreement by Parent or Sub to Merger Subs, none of the Company Parent Related Parties will have any further Liability or shall confer obligation, monetary or give or shall be construed to confer or give otherwise, to any Person of the Acquired Companies relating to or arising out of this Agreement or the Transactions and none of the Company, the other than the Company (Acquired Companies, and any of their respective Affiliates or Representatives shall seek to obtain any recovery, judgment or Damages of any kind, at law or in equity or otherwise, including any Person acting in a representative capacity) any rights consequential, indirect or remedies punitive damages, against any Person other than of the Guarantors as expressly set forth hereinParent Related Parties (except, for the avoidance of doubt, that the Parties (or their Affiliates) will remain obligated with respect to, and the Parties may be entitled to remedies with respect to, the Confidentiality Agreement).

Sole Remedy. The Company acknowledges and agrees that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that the Company shall not have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any against Guarantor or any of the Guarantors’ former, Guarantor’s current or future stockholders, holders of any equity, equity or partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, Affiliates (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ Guarantor’s remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the 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 statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors Guarantor hereunder up to the Maximum Amount. Recourse against the Guarantors Guarantor under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any the Guarantor or and any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any the Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors Guarantor as expressly set forth herein.

Sole Remedy. The Company Guaranteed Party acknowledges and agrees that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Offer Closing occurs. The Guaranteed Party further agrees that it has no right of recovery against: the Guarantor; any former, and that the Company shall not have any right to cause any monies to be contributed to Parent current or Sub by any currentfuture, former direct or prospective equity holderindirect director, officer, employee, agent, representative, advisor or affiliate of the Guarantor; any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise); any former, current or future assignee of the Guarantor; or any former, current or future director, officer, employee, agent, representative, advisor, affiliate, general or limited partner, manager, directormember, agent, employee, Affiliate stockholder or assignee of any of the Guarantors. The Company further agrees that it has no remedyforegoing (each such person or entity, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty“Related Person”) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil corporate, limited liability company or similar actionlimited partnership veil, by or through a claim by or on behalf of Parent or Sub against any the Guarantor or any Guarantor AffiliateRelated Person, or otherwise, except for the following (“Related Claims”) (i) its rights against the Guarantor under this Limited Guaranty providedGuaranty, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers claims in respect of the Confidentiality Agreement or conveys all its rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter, (iii) claims by the Guaranteed Party against Parent or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, Acquisition Sub under and in accordance with the Merger Agreement, or (iv) claims against Parent seeking to cause Parent to enforce the Equity Commitment Letter and (v) claims against Investor (as defined in the Equity Commitment Letter) directly seeking to cause Sponsor to fund under the Equity Commitment Letter, in each such case, in accordance with and to the 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 statue, regulation or other applicable law, against such continuing or surviving entity or such Person extent (in either case, a “Successor Entity”), as the case may be, but only to the extent extent) permitted by Section 9.9 of the unpaid liability of the Guarantors hereunder up to the Maximum AmountMerger Agreement. Recourse against the Guarantors Guarantor under this Limited Guaranty shall be the sole and exclusive remedy of the Company Guaranteed Party and all of its Affiliates affiliates against the Guarantor and any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) Related Person in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated therebyTransactions, except for claims in respect of the Confidentiality Agreement or the Guaranteed Party’s rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter or any other Related Claims. The Company Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the Transactions or the Equity Commitment Letter or the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate Related Person (other than against Parent or Sub for non-monetary damagesAcquisition Sub) except for claims of the Guaranteed Party against any the Guarantor under this Limited Guaranty, claims in respect of the Confidentiality Agreement or claims pursuant to its rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter or any other Related Claims. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person person other than the Company (including any Person acting in a representative capacity) Guaranteed Party any rights or remedies against any Person other than the Guarantors as expressly set forth hereinunder this Limited Guaranty.

Sole Remedy. The Company acknowledges and agrees that that, as of the date hereof, the sole cash asset of each assets of Parent and Sub is 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 Sub unless and until the Closing occurs, in each case in accordance with, and subject to, the terms and conditions of the Merger Agreement. Notwithstanding anything that may be expressed or implied in this Guarantee or any document or instrument delivered herewith, and notwithstanding the fact that the Guarantor may be a partnership, by its acceptance of the benefits of this Guarantee, the Company agrees that (other than with respect to the Retained Claims (as defined below)) no Person other than the Guarantor and the Company has any rights or obligations hereunder and has no right of recovery hereunder against, and no personal liability shall not have attach hereunder to, any right to cause any monies to be contributed to Parent former, current or Sub by any currentfuture, former direct or prospective equity holderindirect, director, officer, employee, attorney, agent or Affiliate of the Guarantor, any former, current or future, direct or indirect, holder of any equity interests or securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future assignee of the Guarantor or any former, current or future director, officer, employee, agent, general or limited partner, manager, directormember, agentstockholder, employeeAffiliate, Affiliate controlling person, representative, successor or assignee of any of the Guarantors. The Company further agrees that it has no remedyforegoing (each such Person, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor AffiliatesRelated Person”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil corporate, limited liability company or similar actionlimited partnership veil, by or through a claim by or on behalf of Parent or Sub against any the Guarantor or any Guarantor AffiliateRelated Person, by or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, through the Company may seek recourseagainst any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or proceeding, by virtue of any statueapplicable Law, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amountotherwise. Recourse against the Guarantors Guarantor and its successors and assigns under this Limited Guaranty Guarantee shall be the sole and exclusive remedy of (x) the Company and (y) all of its respective Affiliates and Subsidiaries against the Guarantor and any Guarantor or any Guarantor Affiliate Related Person (other than against Parent or Sub for non-monetary damagesand Merger Sub) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated therebythereby except for claims of the Company (i) against the Guarantor and its successors and assigns under this Guaranty, (ii) as a third party beneficiary under, subject to the conditions in the Merger Agreement and the Equity Commitment Letter, the Equity Commitment Letter or (iii) with respect to the Confidentiality Agreement between Ardian North America Fund II GP, LLC and the Company, dated August 24, 2020 (any claims under (i), (ii) and (iii), together with any claims against the Guarantor and its successors and assigns under this Guarantee, being collectively referred to as the “Retained Claims”), and the Company hereby acknowledges and agrees that the Guarantor shall not be required to pay any of the Obligations on more than one occasion or in excess of the Cap. The Company hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, Equity Commitment Letter against any the Guarantor or any Guarantor Affiliate Related Person (other than against Parent or Sub for non-monetary damages) and Merger Sub), except for claims against any Guarantor under this Limited Guarantythe Retained Claims. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or Guarantee shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) other than the Company any rights or remedies against any Person other than Person, including the Guarantors Guarantor and any Related Person, except as expressly set forth herein.

Sole Remedy. (a) The Company acknowledges and agrees that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that the Company Guarantor shall not have any right obligation or liability to cause any monies to be contributed to Parent Person relating to, arising out of or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantorsin connection with this Limited Guarantee other than as expressly set forth herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution fromand no personal liability shall attach to, any Guarantor former, current or any future, direct or indirect director, officer, employee, agent or affiliates of the Guarantors’ Guarantor, Parent or Merger Sub, any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor, Parent or Merger Sub (whether such holder is a limited or general partner, member, stockholder or otherwise), any former, current or future stockholdersassignee of the Guarantor, holders of Parent or Merger Sub or any equityformer, partnership current or limited liability company interestfuture director, officer, memberemployee, agent, general or limited partner, manager, directormember, employeesstockholder, agents or Affiliatesaffiliate, or any Affiliate controlling person, representative or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, by or through a claim by or on behalf of Parent or Merger Sub against the stockholders or affiliates of the Guarantor, Parent or Merger Sub or otherwise in respect of any Guarantor liabilities or any Guarantor Affiliateobligations relating to, arising out of or otherwisein connection with, the Merger Agreement and the transactions contemplated thereby, except for the Company’s rights against the Guarantor, its successors or permitted assigns under, or in connection with, this Limited Guarantee, the Confidentiality Agreement or the transactions contemplated hereby or thereby, the Company’s third party beneficiary rights under this Limited Guaranty providedthe Carveout Transaction Agreement and the transactions contemplated thereby, howeverand against Parent or Merger Sub or their respective successors and assigns under, that or in connection with, the Confidentiality Agreement or the Merger Agreement or the transactions contemplated thereby. In the event any the Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ Guarantor’s remaining net assets plus uncalled capital is less than the Maximum AmountAmount (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the 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 statue, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any such Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinhereunder.

Sole Remedy. The Company acknowledges and agrees Notwithstanding anything that the sole cash asset of each of Parent and Sub is cash may be expressed or implied in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occursthis Limited Guarantee, and that the Company shall not agrees that, except for its rights against D1 Master Fund under this Limited Guarantee (subject to the terms, conditions and limitations set forth herein) and the other Retained Claims, no Person will have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, and no personal liability will attach (for any reason) to, D1 Master Fund’s, Parent’s or contribution from, any Guarantor or any of the Guarantors’ Merger Sub’s former, current or future stockholdersequityholders, holders of any equityAffiliates, partnership general or limited liability company interestpartners, officerfinancing sources, membercontrolling persons, managermembers, directormanagers, employees, agents agents, representatives, officers or directors or any former, current or future equityholders’ Affiliates, general or any Affiliate limited partners, controlling persons, members, managers, employees, agents, representatives, officers or assignee of any directors of the foregoing, foregoing (other than any Affiliate that has executed a limited guaranty in favor of collectively (but excluding the Company, Guarantors (including D1 Master Fund) under the Limited Guarantees (subject to the extent of such Affiliate’s obligations under such guaranty) (collectivelyterms, conditions and limitations set forth therein), Parent and Merger Sub), the “Guarantor AffiliatesNon-Recourse Parties”), through Parent or Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, whether by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Non-Recourse Parties, whether in respect of any Guarantor written or any Guarantor Affiliateoral representations made or alleged to be made in connection herewith, or otherwise; provided that, except for its rights under this Limited Guaranty providedif, howeverafter the date hereof, that in the event any Guarantor D1 Master Fund (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ D1 Master Fund’s remaining net assets plus uncalled capital is less than the Maximum AmountCap (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek shall be entitled to recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors D1 Master Fund hereunder up to the Maximum Amountamount of the Guaranteed Obligation for which D1 Master Fund is liable, as determined in accordance with this Limited Guarantee. Recourse Notwithstanding anything to the contrary contained herein, recourse against the Guarantors D1 Master Fund under this Limited Guaranty Guarantee (subject to the terms, conditions and limitations set forth herein) and the other Retained Claims shall be the sole and exclusive remedy remedies of the Company and its Subsidiaries and all of its their respective Affiliates against D1 Master Fund and any Guarantor or any Guarantor Affiliate of its respective Affiliates (other than against Parent or Sub for non-monetary damagesMerger Sub) in respect of any liabilities or obligations arising under, or in connection with, or in respect of the Merger Agreement Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby. The ; provided that, if the Closing occurs and all payments required to be made at the Closing by or on behalf of Parent are made in accordance with the terms of the Agreement, none of the Company hereby covenants and agrees that it shall not institute, and shall cause or any of its Subsidiaries or any of their respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor may recover under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinGuarantee.

Sole Remedy. The Company acknowledges and agrees Notwithstanding anything that the sole cash asset of each of Parent and Sub is cash may be expressed or implied in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occursthis Limited Guarantee, and that the Company shall not agrees that, except for its rights against CPV under this Limited Guarantee (subject to the terms, conditions and limitations set forth herein) and the other Retained Claims, no Person will have any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, and no personal liability will attach (for any reason) to, CPV’s, Parent’s or contribution from, any Guarantor or any of the Guarantors’ Merger Sub’s former, current or future stockholdersequityholders, holders of any equityAffiliates, partnership general or limited liability company interestpartners, officerfinancing sources, membercontrolling persons, managermembers, directormanagers, employees, agents agents, representatives, officers or directors or any former, current or future equityholders’ Affiliates, general or any Affiliate limited partners, controlling persons, members, managers, employees, agents, representatives, officers or assignee of any directors of the foregoing, foregoing (other than any Affiliate that has executed a limited guaranty in favor of collectively (but excluding the Company, Guarantors (including CPV) under the Limited Guarantees (subject to the extent of such Affiliate’s obligations under such guaranty) (collectivelyterms, conditions and limitations set forth therein), Parent and Merger Sub), the “Guarantor AffiliatesNon-Recourse Parties”), through Parent or Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, whether by or through a claim (whether in tort, contract or otherwise) by or on behalf of Parent or Merger Sub against the Non-Recourse Parties, whether in respect of any Guarantor written or any Guarantor Affiliateoral representations made or alleged to be made in connection herewith, or otherwise; provided that, except for its rights under this Limited Guaranty providedif, howeverafter the date hereof, that in the event any Guarantor CPV (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ CPV’s remaining net assets plus uncalled capital is less than the Maximum AmountCap (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company may seek shall be entitled to recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors CPV hereunder up to the Maximum Amountamount of the Guaranteed Obligation for which CPV is liable, as determined in accordance with this Limited Guarantee. Recourse Notwithstanding anything to the contrary contained herein, recourse against the Guarantors CPV under this Limited Guaranty Guarantee (subject to the terms, conditions and limitations set forth herein) and the other Retained Claims shall be the sole and exclusive remedy remedies of the Company and its Subsidiaries and all of its their respective Affiliates against CPV and any Guarantor or any Guarantor Affiliate of its respective Affiliates (other than against Parent or Sub for non-monetary damagesMerger Sub) in respect of any liabilities or obligations arising under, or in connection with, or in respect of the Merger Agreement Agreement, this Limited Guarantee or the transactions contemplated hereby or thereby. The ; provided that, if the Closing occurs and all payments required to be made at the Closing by or on behalf of Parent are made in accordance with the terms of the Agreement, none of the Company hereby covenants and agrees that it shall not institute, and shall cause or any of its Subsidiaries or any of their respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor may recover under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinGuarantee.

Sole Remedy. The Company Guaranteed Party acknowledges and agrees that the sole cash asset of each of the Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to the Parent or Sub unless the Closing occurs. The Guaranteed Party further agrees that it has no right of recovery against the Guarantor; any former, and that the Company shall not have any right to cause any monies to be contributed to Parent current or Sub by any currentfuture, former direct or prospective equity holderindirect director, officer, employee, agent, representative, advisor or affiliate of the Guarantor; any former, current or future, direct or indirect holder of any debt or equity interests or other securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise); any former, current or future assignee of the Guarantor; or any former, current or future director, officer, employee, agent, representative, advisor, affiliate, general or limited partner, manager, directormember, agent, employee, Affiliate stockholder or assignee of any of the Guarantors. The Company further agrees that it has no remedyforegoing (each such person or entity, recourse or right of recovery against, or contribution from, any Guarantor or any of a “Related Person”) through the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil corporate, limited liability company or similar actionlimited partnership veil, by or through a claim by or on behalf of the Parent or Sub against any the Guarantor or any Guarantor AffiliateRelated Person, or otherwise, except for its rights against the Guarantor under this Limited Guaranty Guaranty; provided, however, that in the event any the Guarantor (ia) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (iib) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum AmountPerson, then, and in each such case, the Company 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 statue, regulation or other applicable lawLaw, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”)Person, as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum AmountGuarantor hereunder. Recourse against the Guarantors Guarantor under this Limited Guaranty shall be the sole and exclusive remedy of the Company Guaranteed Party and all of its Affiliates affiliates against the Guarantor and any Guarantor or any Guarantor Affiliate Related Person (other than against the Parent or Sub for non-monetary damagesMerger Sub) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) Related Person except for claims of the Guaranteed Party against any the Guarantor (or its assigns) under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth herein.

Sole Remedy. (i) The Company acknowledges Company’s receipt of the Parent Termination Fee to the extent owed pursuant to Section 8.3(c) (including the Company’s right to enforce the Guarantees with respect thereto and agrees that receive the Parent Termination Fee and any other amounts from the Guarantors as may be set forth in such Guarantees) and the Company’s right to enforce its rights under the Confidentiality Agreement, the Reimbursement Obligations and the Enforcement Expenses will be the sole cash asset and exclusive remedies of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that the Company shall not have any right to cause any monies to be contributed to Parent Related Parties against (A) Parent, Merger Sub or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse ; (B) the direct or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ indirect former, current or and future stockholders, holders of any equity, partnership controlling persons, Affiliates (other than Parent, Merger Sub or the Guarantors), Representatives, members, managers, general or limited liability company interestpartners, officerstockholders, memberdirectors, manager, directorofficers, employees, agents attorneys, agents, heirs, executors, administrators, trustees, representatives, successors and assignees of each of Parent, Xxxxxx Sub and the Guarantors or Affiliates, or any Affiliate or assignee representatives of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) foregoing (collectively, the “Guarantor AffiliatesParent Related Parties”), through Parent or Sub or otherwise, whether by or through attempted piercing of ; and (C) the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor Financing Sources or any Guarantor Affiliateof their Representatives, members, managers, general or otherwiselimited partners, except for its rights under this Limited Guaranty providedstockholders, howeverdirectors, that in officers, employees, attorneys, agents, heirs, executors, administrators, trustees or representatives (collectively with the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such caseFinancing Sources, the 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 statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor EntityFinancing Source Related Parties”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of this Agreement, any liabilities agreement executed in connection herewith (including the Financing Letters and the Guarantees) and the transactions contemplated hereby and thereby (including any breach, whether a willful breach, Willful and Material Breach or otherwise), and other than Parent and Merger Sub’s obligation to pay such amounts and the corresponding obligations arising of the Guarantors under, and pursuant to the terms of and subject to the limitations in, the Guarantees, none of Parent, Merger Sub or any of the Parent Related Parties or the Financing Source Related Parties will have any liability or obligation to the Company relating to or arising out of this Agreement, any agreement executed in connection with, herewith (including the Merger Agreement Financing Letters and the Guarantees) or the transactions contemplated therebyhereby and thereby (except that Parent, Merger Sub or their applicable Affiliate party to the Confidentiality Agreement will remain obligated with respect to, and the Company and its Subsidiaries may be entitled to remedies with respect to, the Confidentiality Agreement, the Reimbursement Obligations and the Enforcement Expenses, as applicable and subject to the Expense Cap). The Parties acknowledge and agree that, while the Company hereby covenants may pursue a grant of specific performance in accordance with Section 9.8 and agrees payment of the Parent Termination Fee, in no event shall the Company be entitled to obtain both (x) a grant of specific performance pursuant to Section 9.8 that it results in the Closing occurring and (y) payment of the Parent Termination Fee in accordance with this Section 8.3(c) or monetary damages of any kind. The Parent Related Parties and the Financing Source Related Parties are intended third party beneficiaries of this Section 8.3(e). In no event shall not instituteParent, Merger Sub or the Guarantors have liability for monetary damages (including monetary damages in lieu of specific performance and damages pursuant to the penultimate sentence of Section 8.2(b)) in the aggregate in excess of the Parent Termination Fee, plus any Reimbursement Obligations and any Enforcement Expenses (subject to the Expense Cap). The Parent Termination Fee, the Reimbursement Obligations and any Enforcement Expenses (subject to the Expense Cap) shall be the maximum aggregate liability (including in the case of fraud or Willful and Material Breach) of Parent and Merger Sub hereunder (and of the Guarantors under the Guarantees). Notwithstanding anything to the contrary herein, other than the obligation of the Parent to pay the Parent Termination Fee plus any Reimbursement Obligations and any Enforcement Expenses (subject to the Expense Cap) in accordance with Section 8.3(c) and the corresponding obligations of the Guarantors under, and shall cause its respective Affiliates not pursuant to institutethe terms of and subject to the limitations in, the Guarantees, in no event will any proceeding Parent Related Party or bring any other claim arising under, or in connection withPerson have any liability for monetary damages to the Company, the Merger Company Related Parties or any other Person relating to or arising out of this Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereinTransactions.

Sole Remedy. The Company Guaranteed Party acknowledges the separate corporate existence of Parent and Merger Sub and agrees that the sole cash asset of each of Parent and Xxxxxx Sub is 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 under the Merger Agreement. Notwithstanding anything that may be expressed or implied in this Limited Guaranty, and the Merger Agreement, the Support Agreements, the Equity Commitment Letters, the Debt Commitment Letter, the Other Guaranties or any document or instrument delivered in connection herewith or therewith, by its acceptance of the benefits of this Limited Guaranty, the Guaranteed Party further agrees that none of the Company Guaranteed Party Related Persons shall not have any right to cause of recovery against, and no personal liability shall attach to, (A) the Guarantor or (B) any monies to be contributed to Parent Affiliate of the Guarantor, or Sub by any currentformer, former current or prospective equity holderfuture direct or indirect director, officer, memberemployee, agent, manager, incorporator, attorney, advisor or other Representative of the Guarantor or of any Affiliate of the Guarantor (including any person negotiating or executing this Limited Guaranty on behalf of such a party), any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor or of any Affiliate of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise), or any former, current or future director, officer, employee, agent, employeeincorporator, Affiliate attorney, general or limited partner, manager, member, equityholder, stockholder, Affiliate, controlling person, advisor or other representative, successor or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, foregoing (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by or through a claim by or on behalf of Parent or Sub against any Guarantor or any Guarantor Affiliate, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the 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 statue, regulation or other applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing person set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth herein.foregoing clause

Sole Remedy. The Notwithstanding anything that may be expressed or implied in this Guarantee, or any document or instrument delivered contemporaneously herewith, by its acceptance of the benefits of this Guarantee, the Company covenants, acknowledges and agrees that no Person other than the sole cash asset of each of Parent Guarantors has any obligation to it hereunder and Sub is cash in that, notwithstanding that a de minimis amount and that Guarantor may be a limited liability company or corporation, no additional funds are expected to be contributed to Parent or Sub unless the Closing occurs, and that the Company shall not have Person has any right to cause any monies to be contributed to Parent or Sub by any current, former or prospective equity holder, officer, member, manager, director, agent, employee, Affiliate or assignee of any of the Guarantors. The Company further agrees that it has no remedy, recourse or right of recovery under this Guarantee against, and no recourse under this Guarantee, under any agreement giving rise to a Guaranteed Obligation or contribution fromunder any document or instrument contemporaneously delivered herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, shall be had against, any Guarantor or any of the Guarantors’ former, current or future stockholdersequity holders, holders controlling Persons, directors, officers, employees, Affiliates, members, managers or general or limited partners of any equityGuarantor, partnership or limited liability company interestany former, current or future equity holder, controlling Person, director, officer, employee, general or limited partner, member, manager, director, employees, agents manager or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty) foregoing (collectively, but not including the Guarantors, Seller or any Seller Subsidiary, the “Guarantor AffiliatesParent Group”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar actionveil, by or through a claim by or on behalf of Parent the Seller or Sub any of the Selling Subsidiaries against any Guarantor or any Guarantor Affiliatemember of the Parent Group, or otherwise, except for its rights under this Limited Guaranty provided, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, and in each such case, the Company may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or proceeding, by virtue of any statuestatute, regulation or other applicable law, against such continuing or surviving entity otherwise; it being expressly agreed and acknowledged that no liability whatsoever shall attach to, be imposed on, or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent otherwise be incurred by any member of the unpaid liability Parent Group, for any obligation of the Guarantors hereunder up to the Maximum Amount. Recourse against the Guarantors any Guarantor under this Limited Guaranty shall be Guarantee, any Transaction Agreement, the sole transactions contemplated hereby and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) thereby, in respect of any liabilities oral representations made or obligations arising underalleged to be made in connection herewith or therewith, or for any claim (whether in connection withtort, the Merger Agreement contract or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not instituteotherwise) based on, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising underin respect of, or in connection withby reason of, the Merger Agreement such obligations or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person other than the Company (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantors as expressly set forth hereintheir creation.

Sole Remedy. The Company Guaranteed Party acknowledges and agrees that the sole cash asset of each of Parent and Sub is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Sub unless the Offer Closing occurs. The Guaranteed Party further agrees that it has no right of recovery against: the Guarantor; any former, and that the Company shall not have any right to cause any monies to be contributed to Parent current or Sub by any currentfuture, former direct or prospective equity holderindirect director, officer, employee, agent, representative, advisor or affiliate of the Guarantor; any former, current or future, direct or indirect holder of any equity interests or securities of the Guarantor (whether such holder is a limited or general partner, member, stockholder or otherwise); any former, current or future assignee of the Guarantor; or any former, current or future director, officer, employee, agent, representative, advisor, affiliate, general or limited partner, manager, directormember, agent, employee, Affiliate stockholder or assignee of any of the Guarantors. The Company further agrees that it has no remedyforegoing (each such person or entity, recourse or right of recovery against, or contribution from, any Guarantor or any of the Guarantors’ former, current or future stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents or Affiliates, or any Affiliate or assignee of any of the foregoing, (other than any Affiliate that has executed a limited guaranty in favor of the Company, to the extent of such Affiliate’s obligations under such guaranty“Related Person”) (collectively, “Guarantor Affiliates”), through Parent or Sub or otherwise, whether by or through attempted piercing of the corporate veil corporate, limited liability company or similar actionlimited partnership veil, by or through a claim by or on behalf of Parent or Sub against any the Guarantor or any Guarantor AffiliateRelated Person, or otherwise, except for the following (“Related Claims”) (i) its rights against the Guarantor under this Limited Guaranty providedGuaranty, however, that in the event any Guarantor (i) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers claims in respect of the Confidentiality Agreement or conveys all its rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter, (iii) claims by the Guaranteed Party against Parent or a substantial portion of its properties and other assets to any Person such that the sum of all the Guarantors’ remaining net assets plus uncalled capital is less than the Maximum Amount, then, Acquisition Sub under and in accordance with the Merger Agreement, or (iv) claims against Parent seeking to cause Parent to enforce the Equity Commitment Letter and (v) claims against Investor (as defined in the Equity Commitment Letter) directly seeking to cause Sponsor to fund under the Equity Commitment Letter, in each such case, in accordance with and to the 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 statue, regulation or other applicable law, against such continuing or surviving entity or such Person extent (in either case, a “Successor Entity”), as the case may be, but only to the extent extent) permitted by Section 9.9 of the unpaid liability of the Guarantors hereunder up to the Maximum AmountMerger Agreement. Recourse against the Guarantors Guarantor under this Limited Guaranty shall be the sole and exclusive remedy of the Company Guaranteed Party and all of its Affiliates affiliates against the Guarantor and any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) Related Person in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated therebyTransactions, except for claims in respect of the Confidentiality Agreement or the Guaranteed Party’s rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter or any other Related Claims. The Company Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the Transactions or the Equity Commitment Letter or the transactions contemplated thereby, against any the Guarantor or any Guarantor Affiliate Related Person (other than against Parent or Sub for non-monetary damagesAcquisition Sub) except for claims of the Guaranteed Party against any the Guarantor under this Limited Guaranty, claims in respect of the Confidentiality Agreement or claims pursuant to its rights as a third-party beneficiary under Paragraph 6 of the Equity Commitment Letter or any other Related Claims. Nothing set forth in this Limited Guaranty shall affect or be construed to affect any liability of Parent or Sub to the Company or shall confer or give or shall be construed to confer or give to any Person person other than the Company (including any Person acting in a representative capacity) Guaranteed Party any rights or remedies against under this Limited Guaranty and the Guarantor shall not have any Person obligation or liability to any person relating to, arising out of or in connection with this Limited Guaranty, the Merger Agreement, the Transactions, the Equity Commitment Letter or the transactions contemplated thereby other than the Guarantors as expressly set forth hereinherein or in the Equity Commitment Letter. The Guaranteed Party acknowledges that the Guarantor is agreeing to enter into this Limited Guaranty in reliance on the provisions set forth in this Section 3. This Section 3 shall survive any expiration or termination of this Limited Guaranty.