Common use of Nature of Guarantee Clause in Contracts

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor.

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable (a) If and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent required in order for the Obligations to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Article VI. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that any of the foregoing does not have has the effect of increasing reducing, the Maximum Amountamount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.03(a) or to reduce, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2.03(a) may be enforced only to the extent required under such laws in order for the obligations of such Guarantor under this Agreement to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other person entitled, under such laws, to enforce the provisions thereof. (b) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Party obligations of each Guarantor hereunder shall not be obligated to file any claim relating to the Obligations in the event that Parent discharged or Merger Sub becomes subject to a bankruptcy, reorganization impaired or similar proceeding, and otherwise affected by (i) the failure of the Guaranteed Collateral Agent or any other Secured Party to so file shall not affect assert any claim or demand or to enforce any right or remedy under the Guarantor’s obligations hereunder. In the event that provisions of any payment Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from the Guarantor to the Guaranteed Party in respect any of the Obligations is rescinded terms or must otherwise beprovisions of, and isany Loan Document or any other agreement, returned including with respect to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the other Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other than defenses arising from Secured Party for the bankruptcy Obligations or insolvency any of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor.them,

Nature of Guarantee. (a) If and to the extent required in order for the Obligations to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Article VI. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.03(a) or to reduce, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2.03(a) may be enforced only to the extent required under such laws in order for the obligations of such Guarantor under this Agreement to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other person entitled, under such laws, to enforce the provisions thereof. (b) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations or any of them, (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Subject to the terms hereofof this Agreement, each Guarantor expressly authorizes the Guarantor’s liability hereunder is absolute, unconditional, irrevocable Collateral Agent to take and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from hold security for the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in each case its sole discretion or to the extent that release or substitute any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent one or Merger Sub becomes subject to a bankruptcy, reorganization more other guarantors or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party obligors upon or in respect of the Obligations is rescinded or must otherwise beObligations, and is, returned to all without affecting the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment obligations of any Guarantor hereunder. (c) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations under or any part thereof from any cause, or the Merger Agreementcessation from any cause of the liability of the Borrower or any other Loan Party, other than defenses arising from the bankruptcy indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or insolvency more of Parent them by one or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guarantor and is not merely Obligations, make any other accommodation with the creation of a surety relationship, and the Guaranteed Borrower or any other Loan Party shall not be required or exercise any other right or remedy available to proceed against Parent or Merger Sub first before proceeding them against the GuarantorBorrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.

Nature of Guarantee. Subject (a) This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent, Merger Sub or any other Person or whether Parent, Merger Sub or any other Person is joined in any such action or actions; provided that no recovery may be obtained against the Guarantor under this Limited Guarantee unless an action or actions have also been brought against all Other Guarantors under the Other Guarantees (except to the terms extent that the bringing of such action against any such Other Guarantor is prohibited or stayed by any applicable Law or Order). The Guaranteed Party shall not release any of the Other Guarantors from any obligations under such Other Guarantees or amend or waive any provision of such Other Guarantees unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Guarantees dated as of the date hereof, shall be several and not joint. (b) The liability of the Guarantor’s liability hereunder is Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, unconditional, irrevocable and continuing unconditional, irrespective of: (i) any release or discharge of any modification, amendment, obligation of Parent or waiver of or any consent to departure from Merger Sub in connection with the Merger Agreement that may be agreed to by resulting from any change in the corporate existence, structure or ownership of Parent or Merger Sub, any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Parent or Merger Sub, or any other Person now or hereafter interested in the transactions contemplated by the Merger Agreement, other than as and if required by Section 2(a), or any of their respective assets; (ii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof; (iii) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise; (iv) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent, Merger Sub or Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation, other than as and if required by Section 2(a) (including in the event any Person becomes subject to a bankruptcy, reorganization, insolvency, liquidation or similar proceeding); (v) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vi) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms); or (vii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, the Other Limited Guarantees, the Equity Commitment Letter or the equity commitment letters entered into between the Sponsors (excluding the Guarantor, collectively, the “Other Sponsors”) and the Guaranteed Party, dated as of the date hereof (collectively, the “Other Equity Commitment Letters”), or any other agreement or instrument evidencingreferred to herein or therein; other than in each case with respect to this Limited Guarantee, securing a breach by the Guaranteed Party of this Limited Guarantee, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or otherwise executed release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Company that would relieve Parent or Merger Sub of their applicable obligations under the Merger Agreement with respect to the Guaranteed Obligations. (c) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing any of its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against Parent, Merger Sub, any Other Guarantor or any other Person in connection for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the ObligationsGuaranteed Party, in each case subject to the provisions of Section 2(a). (d) To the fullest extent that permitted by Law, the Guarantor irrevocably waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the Merger Agreement). (e) The Guaranteed Party shall not be obligated to file any claim relating to the Obligations any Guaranteed Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations any Guaranteed Obligation is rescinded or must otherwise be, and is, be returned to Parent, Merger Sub, the Guarantor Guarantor, or any other Person for any reason whatsoever, the Guarantor shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert , so long as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have has not terminated in accordance with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantorits terms.

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder This is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectabilitycollection. The Guarantor reserves At any time when the right Indebtedness, or any portion thereof, has not been paid when due (whether by acceleration or otherwise), but subject to assert as a defense to such payment by applicable grace and cure periods, Lender can require that Guarantors pay Lender the Guarantor amounts owing under this Limited Guarantee Guaranty immediately, and Lender is not required to collect first from the Borrower, any rightscollateral or any other person liable for the Indebtedness. No delay or stay in any acceleration of the Indebtedness, remedies as against the Borrower, due to the application of any bankruptcy, insolvency or other law or proceeding shall be effective under this Guaranty and defenses Guarantors agrees to pay immediately any amount of the Indebtedness that Parent would be due and payable but for such delay or Merger Sub stay. Guarantors’ liability for payment of the Indebtedness shall be a primary obligation and shall be absolute and unconditional. Guarantors agree that none of the following acts, omissions or occurrences shall diminish or impair the liability of Guarantors in any respect (all of which acts, omissions or occurrences may have be done or occur without notice to Guarantors): (a) Any extension, modification, indulgence, compromise, settlement or variation of any of the terms of the Indebtedness. (b) Any assignment or transfer of any interest in any of the Indebtedness. (c) The discharge or release of any obligations of the Borrower or any other person now or hereafter liable on the Indebtedness, by reason of bankruptcy or insolvency laws or otherwise. (d) The acceptance or release by Lender of any collateral, security or other guaranty from a Guarantor, the Borrower or any other person, or any settlement, compromise or extension with respect to any such collateral, security or other guaranty. (e) The application or allocation by Lender of payments, collections or credits on the Indebtedness. (f) The creation of any new Indebtedness by the Borrower. (g) The making of a demand, or absence of demand, for payment of the Indebtedness, or giving, or failing to give, any Obligations under notice of dishonor, protest, presentment or non-payment or any other notice. (h) Any failure, omission or delay on the Merger Agreementpart of the Borrower, Guarantors or any other than defenses arising person now or hereafter liable on the Indebtedness, or anyone claiming by or through any of them, to comply with any instrument or agreement relating to any of the Indebtedness. (i) To the extent permitted by law, any release or discharge, by operation of law, of Guarantors from the bankruptcy performance or insolvency observance of Parent any obligation, covenant or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation agreement contained in this Guaranty. (j) Any merger or consolidation of the Guarantor and is not merely Borrower, Guarantors or any other person now or hereafter liable on the creation Indebtedness, into or with any other corporation or other entity, or any sale, lease or transfer of any of the assets of the Borrower or Guarantors to any other person or entity. (k) Any other occurrence or circumstance which might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety relationship, and the Guaranteed Party shall not be required to proceed or which might otherwise limit recourse against Parent or Merger Sub first before proceeding against the GuarantorGuarantors.

Nature of Guarantee. Subject The Guarantor acknowledges and agrees that its guarantee obligations under this Guarantee and Agreement shall be construed as continuing, absolute and unconditional without regard to (a) the terms hereofvalidity, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective regularity or enforceability of any modificationCredit Documents, amendment, or waiver any of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, Guaranteed Obligations or any other agreement collateral security therefor or instrument evidencingguaranty or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Secured Party, securing (b) any defense, set-off or otherwise executed counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by Parent, Merger Subthe Borrower or the Guarantor against the Administrative Agent or any Secured Party, or (c) any other Person in connection circumstance whatsoever (with any or without notice to or knowledge of the ObligationsBorrower or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations (other than payment or performance), in each case bankruptcy or in any other instance. The Guarantor's obligations hereunder with respect to any Guaranteed Obligations shall not be affected by the existence, validity, enforceability, substitution, perfection, or extent that of any of the foregoing does not have the effect of increasing the Maximum Amountcollateral for such Guaranteed Obligations. Without limiting the foregoing, the Guaranteed Party The Administrative Agent shall be entitled but shall not be obligated to file any claim relating to the Guaranteed Obligations in owing to it if the event that Parent or Merger Sub Borrower becomes subject to a bankruptcy, reorganization or similar proceeding, proceeding and the failure of the Guaranteed Party Administrative Agent to so file shall not affect the Guarantor’s 's obligations hereunder. In the event that If any payment from to the Administrative Agent made by the Borrower or the Guarantor with respect to the any Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, be returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable therefor hereunder (and its obligations reinstated hereunder if previously terminated) with respect to such Guaranteed Obligations as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub the Borrower may have with respect under the Credit Documents to payment of any Obligations under the Merger Agreement, Guaranteed Obligation other than than (i) defenses arising from the bankruptcy bankruptcy, insolvency, incapacity, liquidation or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation dissolution of the Guarantor Borrower, and is not merely (ii) defenses arising out of the creation matters described above in this Section 2.03 or any other circumstance or event that might otherwise constitute a legal or equitable discharge of a guarantor or a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantorgenerally.

Nature of Guarantee. Subject (a) This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent, Merger Sub or any other Person or whether Parent, Merger Sub or any other Person is joined in any such action or actions; provided that no action or actions may be brought against the Guarantor under this Limited Guarantee unless the Other Guarantor has fulfilled the Guaranteed Obligations (as defined in the Other Guarantee) or such action or actions have also been brought simultaneously against the Other Guarantor under the Other Guarantee (except to the terms hereofextent that the bringing of such action or actions against the Other Guarantor is prohibited or stayed by any applicable Law or Order). The Guaranteed Party shall not release the Other Guarantor from any obligations under the Other Guarantee or amend or waive any provision of the Other Guarantee unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the Guarantor’s obligations of the Guarantor under this Limited Guarantee and of the Other Guarantor under the Other Guarantee shall be several and not joint. (b) The liability hereunder is of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, unconditional, irrevocable and continuing unconditional, irrespective of: (i) any release or discharge of any modification, amendment, obligation of Parent or waiver of or any consent to departure from Merger Sub in connection with the Merger Agreement that may be agreed to by resulting from any change in the corporate existence, structure or ownership of Parent or Merger Sub, or any insolvency, bankruptcy, reorganization, liquidation or other agreement similar proceeding affecting Parent, Merger Sub or instrument evidencingany of their respective assets, securing other than as and if required by Section 2(a); (ii) any amendment or otherwise executed modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof; (iii) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that may be available to Parent or Merger Sub under the Merger Agreement or (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee; (iv) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent, Merger Sub, the other Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation, other than as and if required by Section 2(a) (including in connection with the event any Person becomes subject to a bankruptcy, reorganization, insolvency, liquidation or similar proceeding); (v) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vi) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the extent payment of the Guaranteed Obligations that may be available to Parent or Merger Sub under the Merger Agreement or (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee; or (vii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, the Other Guarantee, the Equity Commitment Letter, the equity commitment letter entered into between the Sponsors other than the Guarantor (the “Other Sponsor”) and Parent dated as of the date hereof (the “Other Equity Commitment Letter”), or any other agreement or instrument referred to herein or therein. (c) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the foregoing does not have Guaranteed Obligations and notice of or proof of reliance by the effect Guaranteed Party upon this Limited Guarantee or acceptance of increasing the Maximum Amountthis Limited Guarantee. Without limiting expanding the foregoingobligations of the Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing any of its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against Parent, Merger Sub, the Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party, subject to the provisions of Section 2(a). (d) To the fullest extent permitted by Law, the Guarantor irrevocably waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement). (e) The Guaranteed Party shall not be obligated to file any claim relating to the Obligations any Guaranteed Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations any Guaranteed Obligation is rescinded or must otherwise be, and is, be returned to Parent, Merger Sub, the Guarantor, the Other Guarantor or any other Person for any reason whatsoever, the Guarantor shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made. This , so long as this Limited Guarantee is an unconditional guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantor shall have all defenses to the payment of payment its obligations under this Limited Guarantee that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any term hereof, and performance and not of collectability. The (ii) the Guarantor reserves the right to assert may assert, as a defense to such to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee Guarantee, any rightsclaim, remedies and defenses set-off, deduction, defense or release that Parent or Merger Sub may have would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the GuarantorObligations.

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable 3.1 This Guarantee shall be a continuing security and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not until the whole of the Secured Indebtedness has been made. This Limited Guarantee is an unconditional guarantee repaid in full, notwithstanding the bankruptcy, liquidation, winding-up, incapacity or any change in the constitution of the Borrower and/or the Guarantor and/or any other party or any intermediate settlement of payment and performance or satisfaction of any part of the Secured Indebtedness or any of the Guarantor's obligations hereunder or other matter whatsoever which but for this provision might operate to release or otherwise exonerate the Guarantor from his obligations hereunder. 3.2 The Guarantor shall be liable as principal obligor and not merely as surety, and the obligations of collectability. The the Guarantor reserves hereunder shall not be discharged, reduced or affected by (a) the right granting of time or indulgence, concession, compromise, consent or waiver whatsoever (including waiving any of the conditions precedent under the Loan Agreement) at any time given to assert as a defense the Borrower or any person; (b) the obtaining or holding by any Secured Party of any other Finance Documents or any other guarantee, security or indemnity given by other persons; (c) any amendment, modification, variation, extension (whether of maturity or otherwise), restatement (in each case, however fundamental and of whatsoever nature) or release made to such payment the Loan Agreement, any other Finance Documents or any other guarantee or security or indemnity; (d) the illegality, invalidity or unenforceability of any obligation of the Borrower and/or other person to the Finance Documents; (e) the invalidity or irregularity in the execution of the Loan Agreement, any other Finance Documents or any other guarantee, security or indemnity given by other persons; (f) any lack of power of any person to enter into or perform any of its obligations under the Loan Agreement, any other Finance Documents or any other guarantee, security or indemnity; (g) the death, bankruptcy, insolvency, liquidation, incapacity, disability, limitation, amalgamation, reconstruction or change of constitution of the Borrower or any other person; (h) the exercising or non-exercising by the Guarantor under this Limited Guarantee Security Agent of any powers, rights, remedies and defenses that Parent or Merger Sub may have with respect security against the Borrower or any other persons or otherwise under the Loan Agreement, under any other Finance Documents or under any other security, guarantee or indemnity; (i) any release, discharge, waiver, exercise, omission to payment exercise, or settlement or compromise of any Obligations rights or claims against the Borrower or any other persons; (j) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Borrower or any or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (k) the release of the Borrower or any other person under the Merger Agreementterms of any composition or arrangement with any creditor of any member of the Group; and/or (l) any act, other than defenses arising from omission or event which would or may but for the bankruptcy provisions of this Clause 3.2 operate to affect or insolvency of Parent discharge this Guarantee or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation the liability of the Guarantor hereunder. 3.3 This Guarantee shall be in addition to and is not merely a substitute of any other guarantee or other security or indemnity now or hereafter held by or available to any Secured Party in respect of the creation of a surety relationship, Secured Indebtedness and the Guaranteed Party shall rights and remedies hereunder are cumulative and not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantorexclusive for any rights and remedies provided by law.

Nature of Guarantee. Subject (a) This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent, Merger Sub or any other Person or whether Parent, Merger Sub or any other Person is joined in any such action or actions; provided that no recovery may be obtained against the Guarantor under this Limited Guarantee unless an action or actions have also been brought against all Other Guarantors under the Other Guarantees (except to the terms extent that the bringing of such action against any such Other Guarantor is prohibited or stayed by any applicable Law or Order). The Guaranteed Party shall not release any of the Other Guarantors from any obligations under such Other Guarantees or amend or waive any provision of such Other Guarantees unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Guarantees dated as of the date hereof, shall be several and not joint. (b) The liability of the Guarantor’s liability hereunder is Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, unconditional, irrevocable and continuing unconditional, irrespective of: (i) any release or discharge of any modification, amendment, obligation of Parent or waiver of or any consent to departure from Merger Sub in connection with the Merger Agreement that may be agreed to by resulting from any change in the corporate existence, structure or ownership of Parent or Merger Sub, any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Parent or Merger Sub, or any other Person now or hereafter interested in the transactions contemplated by the Merger Agreement, other than as and if required by Section 2(a), or any of their respective assets; (ii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof; (iii) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise; (iv) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent, Merger Sub or Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation, other than as and if required by Section 2(a) (including in the event any Person becomes subject to a bankruptcy, reorganization, insolvency, liquidation or similar proceeding); (v) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vi) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms); or (vii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, the Other Limited Guarantees, the equity commitment letter entered into between any Sponsor (as defined in the Merger Agreement) and the Guaranteed Party, dated as of the date hereof (collectively, the “Equity Commitment Letters”), or any other agreement or instrument evidencingreferred to herein or therein; other than in each case with respect to this Limited Guarantee, securing a breach by the Guaranteed Party of this Limited Guarantee, and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or otherwise executed release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Company that would relieve Parent or Merger Sub of their applicable obligations under the Merger Agreement with respect to the Guaranteed Obligations. (c) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing any of its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against Parent, Merger Sub, any Other Guarantor or any other Person in connection for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the ObligationsGuaranteed Party, in each case subject to the provisions of Section 2(a). (d) To the fullest extent that permitted by Law, the Guarantor irrevocably waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the Merger Agreement). (e) The Guaranteed Party shall not be obligated to file any claim relating to the Obligations any Guaranteed Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations any Guaranteed Obligation is rescinded or must otherwise be, and is, be returned to Parent, Merger Sub, the Guarantor Guarantor, or any other Person for any reason whatsoever, the Guarantor shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert , so long as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have has not terminated in accordance with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantorits terms.

Nature of Guarantee. Subject (a) This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent, Merger Sub or any other Person or whether Parent, Merger Sub or any other Person is joined in any such action or actions; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless each of the Other Guarantors has fulfilled the Guaranteed Obligations (as defined in their respective Other Guarantees) or such action or actions have also been brought (and recovery is also obtained) simultaneously against the Other Guarantors under the Other Guarantees (except to the terms hereofextent that the bringing of such action or actions against any such Other Guarantor is prohibited or stayed by any applicable Law or Order). The Guaranteed Party shall not release any of the Other Guarantors from any obligations under their Other Guarantees or amend or waive any provision of such Other Guarantees unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the Guarantor’s obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Guarantees shall be several and not joint. (b) Except as set forth in Section 2(f) and except for termination in accordance with Section 5 of this Limited Guarantee, the liability hereunder is of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, unconditional, irrevocable and continuing unconditional, irrespective of: (i) any release or discharge of any modification, amendment, obligation of Parent or waiver of or any consent to departure from Merger Sub in connection with the Merger Agreement that may be agreed to by resulting from any change in the corporate existence, structure or ownership of Parent or Merger Sub, or any insolvency, bankruptcy, reorganization, liquidation or other agreement or instrument evidencing, securing or otherwise executed by similar proceeding affecting Parent, Merger SubSub or any of their respective assets, other than as and if required by Section 2(a); (ii) any amendment or modification of the Merger Agreement, or any other Person change in connection with the manner, place or terms of payment or performance of, any change or extension of the Obligationstime of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case case, to the extent that any of the foregoing does not have the effect of increasing expanding the Maximum Amountcircumstances under which the Guaranteed Obligations are payable; (iii) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that may be available to Parent or Merger Sub under the Merger Agreement or (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee; (iv) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent, Merger Sub, any other Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation, other than as and if required by Section 2(a) (including in the event any Person becomes subject to a bankruptcy, reorganization, insolvency, liquidation or similar proceeding); (v) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vi) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that may be available to Parent or Merger Sub under the Merger Agreement or (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee; or (vii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, the Other Guarantees, the Equity Commitment Letter, the equity commitment letters entered into between the Sponsors other than the Guarantor (the “Other Sponsors”) and Parent dated as of the date hereof (the “Other Equity Commitment Letters”), or any other agreement or instrument referred to herein or therein. (c) To the fullest extent permitted under applicable Law and subject to Section 2(f) below, the Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without limiting expanding the foregoingobligations of the Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing any of its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party. (d) To the fullest extent permitted by Law and subject to Section 2(f) below, the Guarantor irrevocably waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement). (e) The Guaranteed Party shall not be obligated to file any claim relating to the Obligations any Guaranteed Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations any Guaranteed Obligation is rescinded or must otherwise be, and is, be returned to Parent, Merger Sub, the Guarantor Guarantor, the Other Guarantors or any other Person for any reason whatsoever, the Guarantor shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made. This , so long as this Limited Guarantee is an unconditional guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantor shall have all defenses to the payment of payment its obligations under this Limited Guarantee that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any term hereof, and performance and not of collectability. The (ii) the Guarantor reserves the right to assert may assert, as a defense to such to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee Guarantee, any rightsclaim, remedies and defenses set-off, deduction, defense or release that Parent or Merger Sub may have would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the GuarantorObligations.

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Obligations Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance in accordance with Section 1 hereof and not of collectabilitycollection, and a separate proceeding or proceedings may be brought and prosecuted against any of the Guarantors to enforce this Limited Guarantee, irrespective of whether any proceeding is brought against Parent, Merger Sub or any other Guarantor or whether Parent, Merger Sub or any other Guarantor are joined in any such proceeding or proceedings; provided, however, that in the event that multiple proceedings are brought, the aggregate recovery in respect of the Obligation in all such proceedings shall not exceed with respect to any Guarantor such Guarantor’s Maximum Guarantor Percentage of such Obligation. The Subject to the other provisions of this Limited Guarantee, the Guaranteed Party hereby agrees that each Guarantor reserves the right to assert may assert, as a defense to to, or release or discharge of, such payment by the such Guarantor under this Limited Guarantee Guarantee, against an affirmative claim by the Guaranteed Party, or any of its Affiliates and Representatives, or any other Person claiming by, through or on behalf of any of them, any claim, release, rights, remedies remedies, set-offs and defenses that Parent or Merger Sub may have could assert with respect to payment the Obligation pursuant to the terms of any Obligations under the Merger Agreement, Agreement or pursuant to any applicable Law in connection therewith (other than any such rights, remedies, set-offs and defenses arising from out of, due to, or as a result of, the bankruptcy insolvency, bankruptcy, reorganization or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before similar proceeding against the Guarantoraffecting Parent).

Nature of Guarantee. Subject to The obligations of Guarantor hereunder are independent of the terms hereofObligations of Tenant. A separate action may be brought or prosecuted against Guarantor whether or not an action is brought or prosecuted against Tenant, or whether or not Tenant is joined in the Guarantor’s liability hereunder action. Guarantor agrees that this Guarantee is and shall be construed as an absolute, unconditional, irrevocable continuing and continuing irrespective unlimited obligation of Guarantor without regard to and unaffected by the regularity, validity or enforceability of the Obligations and without regard to any modificationsubsequent course of conduct by Landlord, amendment, Tenant or waiver of Guarantor or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any combination of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amountthem. Without limiting the generality of the foregoing, the Guaranteed Party obligations of Guarantor hereunder shall not in no way be obligated released, diminished or otherwise affected by reason of any voluntary or involuntary proceedings by or against Tenant in bankruptcy or for an arrangement or reorganization or for any other relief under any provision of the Bankruptcy Act or any other insolvency or debtor’s relief law from time to file any claim relating time in effect. Guarantor shall have no right to cancel or withdraw from its continuing guarantee of all Obligations. Notwithstanding the foregoing, nothing in this Guarantee shall grant to the Obligations Landlord any right of action against the Guarantor unless the Landlord has given all required notices of default in respect of a specific default to the event that Parent or Merger Sub becomes subject Tenant pursuant to a bankruptcythe Lease and all applicable cure periods, reorganization or similar proceedingif any, and for the failure of the Guaranteed Party Tenant to so file cure such default(s) have expired. The Landlord shall not affect the Guarantor’s obligations hereunder. In the event that any payment from permit the Guarantor to cure the Guaranteed Party in respect of Tenant’s default within the Obligations is rescinded or must otherwise be, and is, returned cure periods provided to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations Tenant under the Merger AgreementLease, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantorif any.

Nature of Guarantee. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub, or any other agreement or instrument evidencing, securing or otherwise executed by Parent, Merger Sub, or any other Person in connection with any of the Obligations, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount. Without limiting the foregoing, the The Guaranteed Party shall not be obligated to file any claim relating to the Obligations Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. In This Limited Guaranty is an absolute, irrevocable and unconditional guaranty of payment in accordance with Section 1 hereof and not of collection, and a separate proceeding or proceedings may be brought and prosecuted against any of the Guarantors to enforce this Limited Guaranty, irrespective of whether any proceeding is brought against Parent, Merger Sub or any other Guarantor or whether Parent, Merger Sub or any other Guarantor are joined in any such proceeding or proceedings; provided, however, that in the event that multiple proceedings are brought, the aggregate recovery in all such proceedings shall not exceed with respect to any payment from Guarantor such Guarantor’s Maximum Guarantor Percentage of such Obligation. Subject to the Guarantor to other provisions of this Limited Guaranty, the Guaranteed Party in respect of the Obligations is rescinded or must otherwise behereby agrees that each Guarantor may assert, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to to, or release or discharge of, such payment by the such Guarantor under this Limited Guarantee Guaranty, against an affirmative claim by the Guaranteed Party, or any of its Affiliates and Representatives, or any other Person claiming by, through or on behalf of any of them, any claim, release, rights, remedies remedies, set-offs and defenses that Parent or Merger Sub may have could assert with respect to payment the Obligation pursuant to the terms of any Obligations under the Merger Agreement, Agreement or pursuant to any applicable Law in connection therewith (other than any such rights, remedies, set-offs and defenses arising from out of, due to, or as a result of, the bankruptcy insolvency, bankruptcy, reorganization or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before similar proceeding against the Guarantoraffecting Parent).