Common use of CHANGES IN OBLIGATIONS, CERTAIN WAIVERS Clause in Contracts

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8), in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, (ii) any change in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the Obligations.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of the Obligations, and may also make any agreement with Parent and/or Parent, Merger Sub or any Other Guarantor or any other person interested in the Transactions for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Sub, any Other Guarantor or any Other Guarantorother person interested in the Transactions, (ii) any change in the time, place or manner of payment of any portion of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any portion of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (vi) the existence of any claim, set-off or other right which that the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a discharge of Parent with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement) or (viiviii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of related to the Obligations.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Parent, Merger Sub or any Other Guarantor or any other person interested in the transactions contemplated by the Merger Agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuaranty. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Sub, any Other Guarantor or any Other Guarantor, other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), Obligations; (iii) the addition, substitution, any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, ; (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity; or (viiviii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of related to the Obligations.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of the Obligations, and may also make any agreement with Parent and/or or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. 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 except to the extent the Guarantor under this Limited Guarantee is released or the provisions of this Limited Guarantee are amended or waived, in each case, on terms and conditions no less favorable than those applicable to the Other Guarantees. 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 shall be several and not joint. The Guarantor agrees that its the obligations of Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)8 hereof or as set forth in the last sentence of Section 3(d) hereof), in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, (ii) any change in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable)Obligations, (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (viv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (viv) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, (vi) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, or a discharge of Parent with respect to the Obligations under the Merger Agreement), or (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of related to the Obligations.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of the Obligations, and may also make any agreement with Parent and/or Parent, Merger Sub or any Other Guarantor or any other Person interested in the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”) for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other Person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Sub, any Other Guarantor or any Other Guarantorother Person interested in the Transactions, (ii) any change in the time, place or manner of payment of any portion of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any portion of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person Person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person Person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person Person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (vi) the existence of any claim, set-off or other right which that the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a discharge of Parent with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement), (viii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations or (ix) the value, genuineness, validity, regularity, illegality or enforceability of the ObligationsMerger Agreement, in each case in accordance with its terms (other than by reason of fraud by the Company).

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor Investor agrees that the Guaranteed Party Company may at any time and from time to time, without notice to or further consent of the GuarantorInvestor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or MergerCo or with any other person (including any Other Investors) interested in the transactions contemplated by the Merger Sub Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party Company and Parent MergerCo or Merger Sub any such other person without in any way impairing or affecting the GuarantorInvestor’s obligations under this Limited GuaranteeLetter Agreement. The Guarantor Investor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party Company to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub MergerCo or any other person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor, Investors); (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each caseprovided that any such change, except in the event of any rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result prior written consent of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect MergerCo to the Obligations extent required under the Merger Agreement); (c) the addition, substitution or as a result release of defenses any entity or other person interested in the transactions contemplated by the Merger Agreement, including any Other Investors (provided that any such addition, substitution or release shall be subject to the payment prior written consent of MergerCo to the Obligations that would be available to Parent and/or Merger Sub extent required under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, ); (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub MergerCo or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (vincluding any Other Investors); (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub MergerCo or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (viincluding any Other Investors); (f) the existence of any claim, set-off or other right which the Guarantor Investor may have at any time against Parent or Merger Sub MergerCo or the Guaranteed PartyCompany, whether in connection with the Obligations or otherwise, ; (g) any lack of enforceability of the Merger Agreement or any agreement or instrument relating thereto; or (viih) the adequacy of any other means the Guaranteed Party Company may have of obtaining payment of any of the Obligations. To the fullest extent permitted by law, the Investor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Investor waives promptness, diligence, notice of the acceptance of this Letter Agreement and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to MergerCo and its counsel in accordance with Section 8.7 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of MergerCo or any other person interested in the transactions contemplated by the Merger Agreement (including any Other Investors), and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its subsidiaries, defenses to the payment of the Obligations that are available to MergerCo under the Merger Agreement or breach by the Company of this Letter Agreement, each of the foregoing defenses being retained by the Investor). The Investor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Letter Agreement are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other person thereof without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, ; (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), Obligations; (iii) any legal or equitable discharge the addition, substitution or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (vi) except as provided herein, the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or ; (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations; (viii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the ObligationsGuarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms); or (ix) the value, genuineness, validity, regularity, illegality or enforceability of the Merger Agreement.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that that, subject to the terms hereof, the Guaranteed Party may may, in its sole discretion at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of or waive the Obligations in accordance with Section 9.11 of the ObligationsMerger Agreement, and may also make enter into any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof of the Merger Agreement or of any agreement between the Guaranteed Party Party, on the one hand, and Parent or Merger Sub Sub, on the other hand, in each case in accordance with the terms of the Merger Agreement, without in any way impairing or affecting the Guarantor’s obligations as provided in this Limited Guarantee; provided, that the consent of the Guarantor shall be required to the extent it has the effect of expanding the circumstances under which the obligations will be payable. 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 except to the extent the Guarantor under this Limited GuaranteeGuarantee is released or the provisions of the Limited Guarantee are amended or waived, in each case, on terms and conditions no less favorable than those applicable to the Other Guarantees. The Guarantor agrees that its that, except as set forth in clause (i) in the last sentence of Section 3(c) and except for termination in accordance with Section 8 of this Limited Guarantee, the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, Guarantor or any other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the time, place or manner of payment of any of the Obligations Obligations, or any escrow arrangement or other security therefor, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made (in each case, to the extent effected in accordance with the terms thereof of the Merger Agreement) or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations (Obligations, in each case, except in the event of any amendment to the circumstances under which extent any of the Obligations are payable), foregoing does not have the effect of increasing the Cap; (iii) any legal or equitable the addition, substitution, discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Guaranteed Percentage of the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub by the Company with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement or any of their respective assets or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligations; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or ; (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor’s obligations as a matter of law or equity (other than as a result of payment of the applicable Obligations in accordance with its terms); (viii) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations; or (ix) the value of the Other Guarantees or any other agreement or instrument referred to herein or therein. To the fullest extent permitted by applicable Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Merger Sub in accordance with the Merger Agreement, this Limited Guarantee or any other agreement or instrument delivered herewith or therewith), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally. Notwithstanding anything herein to the contrary, each of the following defenses shall be retained by the Guarantor: (i) defenses to the payment of the ObligationsObligations that are available to Merger Sub or any other person under the Merger Agreement; (ii) breach by the Guaranteed Party of this Limited Guarantee; and (iii) fraud or willful misconduct by the Guaranteed Party or any of the Guaranteed Party Related Persons. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of the Obligations, and may also make any agreement with Parent and/or or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)8 hereof), in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable, in which case, the obligations of Guarantor hereunder shall be affected only to the extent of such amendment of circumstances), (iii) any legal or equitable the addition, substitution, discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub by the Company with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a discharge of Parent by the Company with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement), or (viiviii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of related to the Obligations.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of the Obligations, and may also make any agreement with Parent and/or Merger Parent, Amalgamation Sub or any Other Guarantor or any other person interested in the Transactions for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent Parent, Amalgamation Sub, any Other Guarantor or Merger Sub such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or Amalgamation Sub, any Other Guarantor, or any other person interested in the Transactions, (ii) any change in the time, place or manner of payment of any portion of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Amalgamation Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any portion of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable, in which case, the obligations of the Guarantor hereunder shall be affected only to the extent of such amendment to such circumstances), (iii) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, terms or a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Amalgamation Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Amalgamation Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (iv) any change in the corporate existence, structure or ownership of Parent, Merger Amalgamation Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Amalgamation Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (vi) the existence of any claim, set-off or other right which that the Guarantor may have at any time against Parent or Merger Amalgamation Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms or a discharge of Parent with respect to the Obligations under the Amalgamation Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Amalgamation Agreement) or (viiviii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of related to the Obligations.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also make enter into any agreement with Parent and/or or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub Agreement, without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Guarantee. The liability of the Guarantor under this Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (iexcept in the case where this Guarantee is terminated in accordance with Section 8 hereof): (a) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or the Guarantor; (b) the invalidity or unenforceability of the Merger Agreement, but only to the extent resulting from any Other Guarantorlack of corporate power or authority of Parent or Merger Sub, or any officer of Parent or Merger Sub who executes the merger agreement; (iic) any change in the time, place or manner of payment of any of the Obligations Guaranteed Obligations, or any rescissionextension, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations thereof; (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (ivd) any change in the corporate legal existence, structure or ownership of Parent, Merger Sub or any other person Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactionstransactions contemplated by the Merger Agreement; (f) the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations, to or from this Guarantee, the Merger Agreement or any related agreement or document; (vig) the existence of any claim, set-off or other right which that the Guarantor may have at any time against Parent or Parent, Merger Sub or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwise, otherwise (other than defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under the Merger Agreement); or (viih) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices to Parent pursuant to the Merger Agreement and notices to Guarantor pursuant to this Guarantee), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement and all suretyship defenses generally (other than defenses to the payment of Guaranteed Obligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Guaranteed Party of this Guarantee or fraud or willful misconduct of the Guaranteed Party). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. The Guarantor hereby unconditionally and irrevocably waives, and agrees not to exercise, any rights that it may now have or hereafter acquire against Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Guarantee (subject to the Cap), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Merger Sub or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including, without limitation, the right to take or receive from Parent, Merger Sub or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, and the Guarantor shall not exercise any such rights unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of all amounts payable by the Guarantor under this Guarantee (which shall be subject to the Cap), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable by the Guarantor under this Guarantee, whether matured or unmatured, or to be held as collateral for Guaranteed Obligations thereafter arising. Notwithstanding anything to the contrary contained in this Guarantee or otherwise, the Guaranteed Party hereby agrees that: (i) to the extent Parent and Merger Sub are relieved of any of their obligations under Sections 8.2, 8.3(c), 8.3(d), 9.11 and 9.12(c) of the Merger Agreement, the Guarantor shall be similarly relieved of its obligations under this Agreement, and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Guarantee that would be available to Parent or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party or its Affiliates, or breach by the Guaranteed Party of any of the terms or provisions hereof.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other person thereof without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, ; (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), Obligations; (iii) any legal or equitable discharge the addition, substitution or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or ; (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations; (viii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the ObligationsGuarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms); or (ix) the value, genuineness, validity, regularity, illegality or enforceability of the Merger Agreement.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the ObligationsObligation, and may also make any agreement with Parent and/or Buyer or any Person liable with respect to the Obligation or interested in the transactions contemplated in the Merger Sub Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent Buyer or Merger Sub any such other Person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Buyer or any Other Guarantor, other Person interested in the transactions contemplated by the Merger Agreement; (iib) any change in the time, place or manner of payment of the Obligations Obligation or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations Obligation; (in each casec) the addition, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge substitution or release of Parent and/or Merger Sub with respect to any Person primarily or secondarily liable for the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligation; (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub Buyer or any other person now or hereafter Person liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligation; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub Buyer or any other person now or hereafter Person liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligation; (vif) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub Buyer or the Guaranteed PartyParty or any of its Affiliates, whether in connection with the Obligations Obligation or otherwise, or ; (viig) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the ObligationsObligation; (h) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without notice to the Guarantor; or (i) any other event or circumstances, whether similar or dissimilar to the foregoing (other than final payment in full of the Obligation). To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of the Obligation and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Buyer or any other Person primarily or secondarily liable with respect to the Obligation, and all suretyship defenses generally (other than defenses to the payment of the Obligation that are available to Buyer under the Merger Agreement or a breach by the Guaranteed Party of the Guarantee). The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Guaranteed Party to disclose to the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of Buyer or any of its Affiliates now or hereafter known by the Guaranteed Party. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Buyer or any other Person liable with respect to the Obligation that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligation under or in respect of this Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Buyer or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Buyer or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Obligation and all other amounts payable under this Guarantee shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligation and all other amounts payable under this Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligation and all other amounts payable under this Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for the Obligation or other amounts payable under this Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Guarantee, the Guaranteed Party hereby agrees that to the extent any of Buyer’s representations, warranties, covenants or agreements contained in the Merger Agreement are waived in writing by the Guaranteed Party, then such waiver shall extend to the Guarantor solely with respect to such representation(s), warranty(ies), covenant(s) or agreement(s) waived thereby.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also make any agreement with Parent and/or or Merger Sub Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuaranty or affecting the validity or enforceability of this Limited Guaranty. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Parent or Merger Sub or any Other Guarantor, other Person interested in the transactions contemplated in the Merger Agreement; (iib) any change in the time, place or manner of payment of any of the Obligations Guaranteed Obligations, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencingthereof; (c) the addition, securing or otherwise executed in connection with the Obligations (in each casesubstitution, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantors with respect to the Guaranteed Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Guaranteed Obligations under the Merger Agreement, or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of the Guarantors or any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, person; (ivd) any change in the corporate existence, structure or ownership of Parent, Parent or Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Sub; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (viincluding any Other Guarantor); (f) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Parent, Merger Sub or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwise, or ; (viig) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; or (h) any act or omission by Parent or Merger Sub which directly or indirectly results in or aids in the discharge or release of Parent or Merger Sub or any portion of the Guaranteed Obligations by operation of law or otherwise. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Guaranteed Obligations., presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices to Parent or Merger Sub pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect or any right to require the marshalling of assets of Parent or Merger Sub or any other person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (x) that are available to Parent or Merger Sub under the Merger Agreement and this Limited Guaranty, (y) in respect of a breach by the Guaranteed Party of this Limited Guaranty or

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by, among other things, (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Sub, the Other Guarantors or any Other Guarantor, other Person; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Obligations; (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to any Person (whether or not such Person is interested in the Obligations under transactions contemplated by the Merger Agreement), or as a result of defenses to including, without limitation, the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Other Guarantors; (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now Person (whether or hereafter liable with respect to any of the Obligations or otherwise not such Person is interested in the Transactionstransactions contemplated by the Merger Agreement), including, without limitation, the Other Guarantors; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter Person liable with respect to any of the Obligations or otherwise interested in (including, without limitation, the Transactions, Other Guarantors); (vif) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Parent, Merger Sub or Sub, the Guaranteed PartyParty or any other Person, whether in connection with the Obligations or otherwise, ; or (viig) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations. To the fullest extent permitted by Law the Guarantor hereby irrevocably and unconditionally expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. Without limiting, and in furtherance of, the foregoing, the Guarantor hereby irrevocably and unconditionally expressly waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (other than notices to Parent or Merger Sub pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person (whether or not such Person is interested in the transactions contemplated by the Merger Agreement), including, without limitation, the Other Guarantors, and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its Subsidiaries or Affiliates, defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor hereby acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, the transactions contemplated thereby or the Equity Financing Commitments, against the Guarantor or any Non-Recourse Party (as defined in Section 9 hereof), except for claims against the Guarantor under this Limited Guarantee (subject to the limitations described herein) and against the Other Guarantors under the Other Guarantees. The Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and Affiliates not to institute, any proceeding or bring any other claim asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. The Guarantor hereby irrevocably and unconditionally waives any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub or such other Person (including the Other Guarantors), whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including, without limitation, the right to take or receive from Parent or Merger Sub or such other Person (including the Other Guarantors), directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Parent and Merger Sub are relieved of any of their obligations with respect to the Parent Termination Fee, the Guarantor shall be similarly relieved of its obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole direction, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Parent, Merger Sub and/or with any other person interested in the Transactions. for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s 's obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Sub, any Other Guarantor or any Other Guarantorother person interested in the Transactions, (ii) any change in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any addition, substitution, legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations by or on behalf of the Guarantor in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed PartyParty or any Other Guarantor, whether in connection with the Obligations or otherwise, or (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the ObligationsObligations or (viii) any other act or omission that may in any manner or to any extent operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of, and to the extent of, payment of the Obligations in accordance with the terms of the Merger Agreement or as a result of defenses to the payment of the Obligations that would be available to Parent or Merger Sub under the Merger Agreement).

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party Seller may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of for payment or performance of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub Buyer for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party Seller and Parent or Merger Sub Buyer without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuaranty. The Guarantor agrees that its the obligations of Guarantor hereunder shall not be released released, modified or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (i) the failure or delay on the part of the Guaranteed Party Seller to assert any claim or demand or to enforce any right or remedy against ParentBuyer, Merger Sub or any Other Guarantor, or others; (ii) any change in the time, place or manner of payment or performance of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), Purchase Agreement; (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Purchase Agreement; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub Buyer or of any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Purchase Agreement; (v) any voluntary or involuntary insolvency, bankruptcy, reorganization reorganization, liquidation, dissolution, receivership, marshaling of assets, assignment for the benefit of creditors or other similar proceeding affecting Parent, Merger Sub Buyer or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Purchase Agreement; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed PartySeller, whether in connection with the Obligations or otherwise, or ; (vii) the adequacy of any other means the Guaranteed Party Seller may have of obtaining payment or performance of the Obligations; (viii) the value, genuineness, validity or enforceability of the Purchase Agreement or any other agreement or instrument referred to herein or therein; or (ix) any other act or omission that may in any manner or to any extent vary the risk of or to Guarantor or otherwise operate as a discharge of Guarantor as a matter of Law or equity (other than as a result of payment and performance of the Obligations in accordance with their terms).

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also make any agreement with Parent and/or Parent, Merger Sub or any other Person (including the Guarantor) liable with respect to the Guaranteed Obligation for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub Parent, without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, and shall not be conditioned upon or otherwise affected by (iwhether or not the Guarantor has any knowledge or notice thereof and without further consent of the Guarantor): (a) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other the Guarantor, ; (iib) any change in the time, place place, manner or manner terms of payment or performance of any of the Obligations Guaranteed Obligations, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement Transaction Agreement, the Equity Commitment Letter or the Other Investors Equity Commitment Letters, in each case, that are made in accordance with the terms thereof thereof; (c) any renewal, rescission, waiver, compromise or other amendment or modification of any terms or provisions of the Transaction Agreement, the Equity Commitment Letter, the Other Investors Equity Commitment Letters, the Other Investors Limited Guarantees or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations (Guaranteed Obligations, in each case, except in the event of any amendment to the circumstances under which the Obligations that are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations made in accordance with their termsthe terms thereof; (d) any change in the legal existence, a discharge structure or release ownership of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person other Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactionstransactions contemplated by the Transaction Agreement, or any release or discharge of any obligation of Parent contained in the Transaction Agreement resulting therefrom; (ive) any change in the corporate existenceinsolvency, structure bankruptcy, liquidation, dissolution, reorganization, sale or ownership of Parent, Merger Sub other similar proceeding affecting Parent or any other person Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactionstransactions contemplated by the Transaction Agreement, (v) or any insolvencydisposition of all or substantially all of the assets, bankruptcymarshalling of the assets and liabilities, reorganization receivership, assignment for the benefit of creditors, arrangement, composition with creditors or readjustment or other similar proceeding affecting Parent, Merger Sub or any other person Person liable with respect to the Guaranteed Obligation; (f) the addition, substitution or release of any Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, transactions contemplated by the Transaction Agreement; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or (viig) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; (h) 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 the Guaranteed Obligations or otherwise; or (i) any other act or omission that may or might 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, all of which may be done without notice to Guarantor (except for notices required hereunder or under the Transaction Agreement). To the fullest extent permitted by Law, the Guarantor hereby irrevocably and expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor hereby irrevocably waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices required to be issued to Parent pursuant to the Transaction Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect or any right to require the marshalling of assets of Parent or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Transaction Agreement, and all suretyship defenses generally. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Transaction Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guarantor hereby unconditionally and irrevocably waives any rights that it may now have or hereafter acquire against Parent, Merger Sub or any other Person liable with respect to the Guaranteed Obligation that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Merger Sub or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including, without limitation, the right to take or receive from Parent, Merger Sub or such other Persons, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, and the Guarantor shall not exercise any such rights unless and until all amounts payable by the Guarantor under this Limited Guarantee (which shall be subject to the Cap) shall have been indefeasibly paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of all amounts payable by the Guarantor under this Limited Guarantee (which shall be subject to the Cap), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable by the Guarantor under this Limited Guarantee, whether matured or unmatured, or to be held as collateral for the amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee or otherwise, other than as set forth in clause (e) of the second sentence of this Section 3, the Guaranteed Party hereby agrees that the defense to the payment of the Guarantor’s obligations under this Limited Guarantee (which in any event shall be subject to the Cap) that the Guaranteed Obligations are not due and owing under and pursuant to the express terms of the Transaction Agreement shall be available to the Guarantor, to the extent available to Parent under the Transaction Agreement with respect to the Guaranteed Obligations. No failure on the part of the Guaranteed Party, to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver hereof, nor shall any single or partial exercise by the Guaranteed Party, of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power (subject to the Cap). Without limiting the express limitations set forth hereunder in this Limited Guarantee, each and every right, remedy and power hereby granted to the Guaranteed Party, or allowed to it by Law, in equity or by other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party, at any time or from time to time. Subject to the Cap and the other terms and conditions hereof, the Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent or any other person liable for the Guaranteed Obligations or any portion of the Guaranteed Obligations, prior to proceeding against Guarantor.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent obligations of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, (ii) any change in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub Purchaser or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Acquisition Agreement (vincluding any other guarantor pursuant to a limited guarantee dated as of the date hereof to be entered into between the Guaranteed Party and such other guarantor (the “Other Guarantor”); (b) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub Purchaser or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Acquisition Agreement (viincluding the Other Guarantor); (c) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub Purchaser or the Guaranteed Party, whether in connection with the Obligations Obligation or otherwise, ; or (viid) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligation. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Obligation incurred and all other notices of any kind (except for notices to be provided to Purchaser and its counsel Weil, Gotshal & Xxxxxx LLP in accordance with Section 6.6 of the Acquisition Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Purchaser or any other person interested in the transactions contemplated by the Acquisition Agreement (including the Other Guarantor), and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its subsidiaries or affiliates, or defenses to the payment of the ObligationsObligation under the Acquisition Agreement that are available to Purchaser for breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Acquisition Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its subsidiaries and affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Acquisition Agreement or the transactions contemplated thereby, against any Guarantor Affiliate or Purchaser Affiliate (as defined below) except for claims against the Guarantor under this Limited Guarantee and against the Other Guarantor under its written limited guarantee delivered contemporaneously herewith, and the Guarantor hereby covenants and agrees that it shall not institute, and shall cause its subsidiaries and Affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at Law); provided however, this Limited Guarantee shall not limit the remedies provided for in Section 6.13(b) of the Acquisition Agreement. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Purchaser is relieved of its obligations under the Acquisition Agreement, the Guarantor shall be similarly relieved of its obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or or Merger Sub Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent Parent, Merger Sub, or Merger Sub such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuarantee or affecting the validity or enforceability of this Limited Guarantee provided, that the consent of the Guarantor shall be required to the extent it has the effect of expanding the circumstances under which the obligations will be payable. The Guaranteed Party shall not release any of the other guarantors (if any, the “Other Guarantors”) under other limited guarantees in the form substantially the same with this Limited Guarantee (the “Other Guarantees”) from any obligations under such Other Guarantees or amend or waive any provision of such Other Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of the Limited Guarantee are amended or waived, in each case, on terms and conditions no less favorable than those applicable to the Other Guarantees. The Guarantor agrees that its that, except as set forth in the last sentence of the Section 3(d) and except for termination in accordance with Section 8 of this Limited Guarantee, the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by, without duplication, (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the corporate existence, structure or ownership of Parent, Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any Other Guarantorother person interested in the transactions contemplated by the Merger Agreement; (iv) except as expressly provided herein, 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 the Obligations or otherwise; (iiv) any change in the time, place or manner of payment of any of the Obligations Obligations, or any rescissionrecession, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), ; (iiivi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations; (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as an addition, substitution, legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a full discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of valid defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactionstransactions contemplated by the Merger Agreement as a matter of law or equity (other than as a result of payment in full of the Obligations in accordance with their terms, a full discharge or release of Parent with respect to the Obligations under the Merger Agreement, or as a result of valid defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement or in respect of a breach by the Guaranteed Party of Section 8 hereof); or (ivviii) any change in the corporate existencevalue, structure validity, legality or ownership enforceability of Parentthe Merger Agreement, Merger Sub the Other Guarantees, or any other person now agreement or hereafter liable with respect instrument referred to any of the Obligations herein or otherwise interested in the Transactions, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the Obligationstherein.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Parent, Merger Sub or any Other Guarantor or any other person interested in the transactions contemplated by the Merger Agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuaranty. The Guarantor agrees that its the obligations of Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Sub, any Other Guarantor or any Other Guarantor, other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), ; (iii) the addition, substitution any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise; (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a discharge of Parent with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement); or (viiviii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of related to the Obligations.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or or Merger Sub Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent Parent, Merger Sub, or Merger Sub such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuarantee or affecting the validity or enforceability of this Limited Guarantee provided, that the consent of the Guarantor shall be required to the extent it has the effect of expanding the circumstances under which the obligations will be payable. The Guaranteed Party shall not release any of the other guarantors (if any, the “Other Guarantors”) under other limited guarantees in the form substantially the same with this Limited Guarantee (the “Other Guarantees”) from any obligations under such Other Guarantees or amend or waive any provision of such Other Guarantees except to the extent the Guarantor under this Limited Guarantee is released or the provisions of the Limited Guarantee are amended or waived, in each case, on terms and conditions no less favorable than those applicable to the Other Guarantees. The Guarantor agrees that its that, except as set forth in the last sentence of the Section 3(d) and except for termination in accordance with Section 8 of this Limited Guarantee, the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by, without duplication, (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the corporate existence, structure or ownership of Parent, Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any Other Guarantorother person interested in the transactions contemplated by the Merger Agreement; (iv) except as expressly provided herein, 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 the Obligations or otherwise; (iiv) any change in the time, place or manner of payment of any of the Obligations Obligations, or any rescissionrecession, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), ; (iiivi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations; (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as an addition, substitution, legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a full discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of valid defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactionstransactions contemplated by the Merger Agreement as a matter of law or equity (other than as a result of payment in full of the Obligations in accordance with their terms, a full discharge or release of Parent with respect to the Obligations under the Merger Agreement, or as a result of valid defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement or in respect of a breach by the Guaranteed Party of Section 8 hereof) ; or (ivviii) any change in the corporate existencevalue, structure validity, legality or ownership enforceability of Parentthe Merger Agreement, Merger Sub the Other Guarantees, or any other person now agreement or hereafter liable with respect instrument referred to any of the Obligations herein or otherwise interested in the Transactions, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the Obligationstherein.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also make any agreement with Parent and/or or Merger Sub Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Sub, or any Other Guarantor, other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the time, place or manner of payment of any of the Obligations Guaranteed Obligations, or any rescissionrecession, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Guaranteed Obligations are payable), ; (iii) any addition, substitution, legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Guaranteed Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Guaranteed Obligations under the Merger Agreement, or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any portion of the Guaranteed Obligations or otherwise interested in the Transactionstransactions contemplated by the Merger Agreement, (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (vi) except as provided herein, the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Parent, Merger Sub or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwiseotherwise (other than a discharge of Parent with respect to the Guaranteed Obligations under the Merger Agreement, or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement); (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Guaranteed Obligations as a result of payment in full of the Guaranteed Obligations in accordance with their terms, a discharge of Parent with respect to the Guaranteed Obligations under the Merger Agreement, or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement); (viii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations or (ix) the value, genuineness, validity, regularity, illegality or enforceability of the ObligationsMerger Agreement. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also make any agreement with Parent and/or or Merger Sub Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Sub, any Other Guarantor or any Other Guarantor, other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the time, place or manner of payment of any of the Obligations Guaranteed Obligations, or any rescissionrecession, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Guaranteed Obligations are payable), ; (iii) any addition, substitution, legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Guaranteed Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Guaranteed Obligations under the Merger Agreement, or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any portion of the Guaranteed Obligations or otherwise interested in the Transactionstransactions contemplated by the Merger Agreement (including any Other Guarantor), (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Parent, Merger Sub or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwise; (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Guaranteed Obligations as a result of payment in full of the Guaranteed Obligations in accordance with their terms, a discharge of Parent with respect to the Guaranteed Obligations under the Merger Agreement, or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement); (viiviii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations or (ix) the value, genuineness, validity, regularity, illegality or enforceability of the Merger Agreement. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices expressly required to be provided to Parent or Merger Sub pursuant to the Merger Agreement or this Limited Guarantee), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect or any right to require the marshalling of assets of Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor) and all suretyship defenses generally. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Parent, Merger Sub or with any other person (including any Other Guarantor) interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or any such other person without in any way impairing or affecting the Guarantor’s 's obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor, ); (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Obligations; (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (ivincluding any Other Guarantor); (d) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (vincluding any other Guarantor); (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (viincluding any Other Guarantor); (f) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Parent, Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, ; or (viig) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent, Merger Sub and Proskauer Rose LLP in accordance with Section 10.02 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor), and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its Subsidiaries, defenses to the payment of the ObligationsObligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its 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 of its former, current or future directors, officers, agents, Affiliates (other than Parent or Merger Sub) or employees, or against any of the former, current or future general or limited partners, members, managers or stockholders of the Guarantor or any Affiliate thereof (other than Parent or Merger Sub) or against directors, officers, agents, Affiliates, general or limited partners, members, managers or stockholders of any of the foregoing (other than Parent or Merger Sub), except for claims against the Guarantor under this Limited Guarantee and against the Other Guarantors under their written limited guarantees, and the Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceedings asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent, Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor) that arise from the existence, payment, performance, or enforcement of the Guarantor's obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Merger Sub or such other person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, Merger Sub or such other person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in cash. If any amount shall he paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Parent and Merger Sub are relieved of their obligations under Section 9.03(f) of the Merger Agreement, the Guarantor shall be similarly relieved of its obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party Company, Zac or the Shareholder Representative may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub the Company, Zac or the Shareholder Representative for the amendment, modification, extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting any of the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party Shareholder Representative or the Selling Shareholders to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, the Company; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations thereof; (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (ivc) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Company; (vd) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Company; (vie) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub Zac, the Company or the Guaranteed PartySelling Shareholders, whether in connection with the Obligations or otherwise, ; or (viif) the adequacy of any other means the Guaranteed Party Shareholder Representative or the Selling Shareholders may have of obtaining payment related to the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Shareholder Representative or the Selling Shareholders. The Guarantor hereby waives promptness, diligence, notice of the acceptance of this Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of the Company, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its subsidiaries or affiliates or defenses to the payment of the Obligations that are available to the Company under the Merger Agreement). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. The Guarantor hereby expressly and unconditionally waives any rights that it may now have or hereafter acquire against the Company or Zac that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Shareholder Representative and the Selling Shareholders against the Company, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the amounts payable under this Guarantee shall have been paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of all amounts payable under this Guarantee, such amount shall be received and held in trust for the benefit of the Shareholder Representative for the benefit of the Selling Shareholders, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, ; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Obligations; (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement (ivincluding any Other Guarantor); (d) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement (vincluding any Other Guarantor); (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter Person liable with respect to any of the Obligations or otherwise interested in the Transactions, (viincluding any Other Guarantor); (f) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Parent, Merger Sub or Sub, the Guaranteed PartyParty or any of their affiliates, whether in connection with the Obligations or otherwise, or ; (viig) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to any of the Obligations; (h) the value, genuineness, validity, regularity, illegality or enforceability of the Merger Agreement; or (i) any discharge of the Guarantor as a matter of Law or equity (other than as a result of the payment of the Obligations in accordance with the terms hereof). To the fullest extent permitted by Law the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (other than notices to Parent or Merger Sub pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor), and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its Subsidiaries or affiliates, defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, the transactions contemplated thereby or the amended and restated equity commitment letters between the Guarantor and Holding, dated as of the date hereof (the “Equity Commitment Letters”), against the Guarantor or any Non-Recourse Party (as defined in Section 10 herein), except for claims against Guarantor under this Limited Guarantee (subject to the limitations described herein) and against the Other Guarantors under the Other Guarantees. The Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. The Guarantor hereby unconditionally waives any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub or such other Person (including any Other Guarantor), whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including, without limitation, the right to take or receive from Parent or Merger Sub or such other Person (including any Other Guarantor), directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been previously paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Limited Guarantee thereafter arising.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that that, subject to the terms hereof, the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of the ObligationsObligations in accordance with Section 9.11 of the Merger Agreement, and may also make enter into any agreement with Parent and/or or Merger Sub or any Other Guarantor or any other person interested in the transactions contemplated by the Merger Agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof of the Merger Agreement or of any agreement between the Guaranteed Party Party, on the one hand, and Parent or Merger Sub Sub, on the other hand, in each case in accordance with the terms of the Merger Agreement, without in any way impairing or affecting the Guarantor’s obligations under as provided in this Limited Guarantee. The Guaranteed Party shall not release any of the Other Guarantors from, or extend the time of payment of, any obligations under such Other Guarantees or amend or waive any provision of such Other Guarantees except to the extent the Guarantor under this Limited Guarantee is released, the payment obligation under this Limited Guarantee is extended or the provisions of the Limited Guarantee are amended or waived, in each case, on terms and conditions no less favorable than those applicable to the Other Guarantees. The Guarantor agrees that its that, except as set forth in clause (i) in the last sentence of Section 3(c) and except for termination in accordance with Section 8 of this Limited Guarantee, the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, Guarantor or any other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the time, place or manner of payment of any portion of the Obligations Obligations, or any escrow arrangement or other security therefor, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made (in each case, to the extent effected in accordance with the terms thereof of the Merger Agreement) or any other agreement evidencing, securing or otherwise executed in connection with any portion of the Obligations (Obligations, in each case, except in the event of any amendment to the circumstances under which extent any of the Obligations are payable), foregoing does not have the effect of increasing the Cap; (iii) any legal or equitable the addition, substitution, discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Guaranteed Percentage of the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement or any of their respective assets or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligations; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Parent, Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, ; (vii) any other act or omission that may in any manner or to any extent vary the risk of or to 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 applicable Obligations in accordance with its terms); or (viiviii) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations. To the fullest extent permitted by applicable Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any portion of Obligations incurred and all other notices of any kind (except for notices to be provided to Parent or Merger Sub in accordance with the Merger Agreement, this Limited Guarantee or any other agreement or instrument delivered herewith or therewith), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally. Notwithstanding anything herein to the contrary, each of the following defenses shall be retained by the Guarantor: (x) defenses to the payment of the ObligationsObligations that are available to Parent, Merger Sub under the Merger Agreement; (y) breach by the Guaranteed Party of this Limited Guarantee; and (z) fraud or willful misconduct by the Guaranteed Party or any of its Affiliates (which, for the purpose of this sentence, shall exclude the Founder, the Founder Holdco, the Guarantor, any Other Guarantor, Sponsors, Rollover Shareholders, Supporting Shareholders, or any Affiliate thereof). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that IONA may, subject to obtaining the Guaranteed Party may prior approval of the Irish Takeover Panel to the extent required, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub Buyer or with any other party to, or Person liable for any of, the Obligations or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between IONA on the Guaranteed Party one hand, and Parent Buyer, on the other hand, or Merger Sub any such other party or Person without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuaranty. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party IONA to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Buyer or any Other Guarantor, other entity or other Person primarily or secondarily liable with respect to any of the Obligations or interested therein; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Implementation Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Obligations; (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, any entity or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of other Person primarily or secondarily liable for any person now Obligation or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, therein; (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub Buyer or any other person now entity or hereafter Person liable with respect to any of the Obligations; (e) any insolvency, examination, bankruptcy, reorganization or other similar proceeding affecting Buyer or any other entity or Person liable with respect to any of the Obligations or otherwise interested in the Transactions, therein; (vf) any insolvency, bankruptcy, reorganization lack of validity or other similar proceeding affecting Parent, Merger Sub enforceability of the Implementation Agreement or any other person now agreement or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, instrument relating thereto; (vig) the existence of any claim, set-off or other right which rights that the Guarantor may have at any time against Parent Buyer or Merger Sub or the Guaranteed PartyIONA, whether in connection with the Obligations or otherwise, or ; (viih) the adequacy of any other means the Guaranteed Party IONA may have of obtaining repayment of any of the Obligations; (i) any other act or omission that might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without notice to the Guarantor; or (j) any other event or circumstance, whether similar or dissimilar to the foregoing (other than final payment in full of the Obligations). To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law that would otherwise require any election of remedies by IONA. The Guarantor waives promptness, diligence, notice of the acceptance of this Guaranty and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind, all defenses that may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Buyer or any other entity or other Person primarily or secondarily liable with respect to any of the Obligations or interested therein, and all suretyship defenses generally (other than defenses to the payment of the ObligationsObligations that are available to Buyer under the Implementation Agreement). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Implementation Agreement and that the waivers set forth in this Guaranty are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also make any agreement with Parent and/or Purchaser or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification agree to modify the terms of the terms thereof Agreement or of any agreement between the Guaranteed Party and Parent any other Person, in whole or Merger Sub in part, without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuaranty or affecting the validity or enforceability of this Guaranty. The Guarantor agrees that its that, subject to the terms and provisions hereof, the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Purchaser or Merger Sub or any Other Guarantor, other Person; (ii) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or of provisions of the Merger Agreement made in accordance with the terms thereof or any agreement other agreement, evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), Guaranteed Obligation; (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, transactions contemplated by the Agreement; (iv) any change in the corporate existence, structure or ownership of ParentPurchaser, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Person; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting ParentPurchaser, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Person; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent Purchaser or Merger Sub or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwise, or ; (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; or (viii) any discharge of the Guarantor as a matter of applicable Law (other than as a result of, and to the extent of, payment of the Guaranteed Obligations in accordance with the terms of the Agreement or otherwise in accordance with the terms hereof). To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices required to be made to Purchaser or Merger Sub pursuant to the Agreement and notices pursuant to this Guaranty), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect or any right to require the marshalling of assets of Purchaser, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Agreement. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Agreement and that the waivers set forth in this Guaranty are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee3.1. The Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party Seller to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub the Company (or any Other Guarantor, of its permitted assignees) or any other person; (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of the Merger Agreement Note made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), Obligations; (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, Company (or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations its permitted assignees) or otherwise interested in the Transactions, any other person; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub the Company (or its permitted assignees) or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, person; (v) any insolvency, bankruptcy, reorganization Insolvency Event or other similar proceeding affecting Parent, Merger Sub the Company (or its permitted assignees) or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, person; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent the Company, Seller or Merger Sub or the Guaranteed Partyany of their respective affiliates, whether in connection with the Obligations or otherwise, or ; (vii) the adequacy of any other means the Guaranteed Party Seller may have of obtaining performance or payment of any of the Obligations; or (viii) the value, genuineness, validity, regularity, illegality or enforceability of the Note. To the fullest extent permitted by Law, Guarantor hereby unconditionally and irrevocably expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by Seller. Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Obligations and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of the Company or any other person interested in the transactions contemplated by the Note, and all suretyship defenses generally. Notwithstanding any of the foregoing, (A) Guarantor may assert any right, remedy, set-off and defense to the payment of the ObligationsObligations that are available to the Company under the Note (other than any such rights, remedies, set-offs and defenses arising out of, or due to, or as a result of, any Insolvency Event with respect to the Company (including the rejection of the Note in an insolvency or bankruptcy of the Company)), and (B) Seller hereby agrees that to the extent the Company is relieved of its obligations and liabilities under the Note (other than due to, in connection with, or as a result of, any Insolvency Event with respect to the Company (including the rejection of the Note in an insolvency or bankruptcy of the Company)), Guarantor shall be similarly relieved of the applicable Obligations under this Guarantee. Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Stock Purchase Agreement, the Note and the Other Ancillary Agreements and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Each Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the such Guarantor, extend the time of payment of any portion of the Obligations, and may also make any agreement with Parent and/or Parent, Merger Sub or any Other Guarantor or any other Person interested in the transactions contemplated by the Merger Agreement, including the Merger (the “Transactions”) for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other Person without in any way impairing or affecting the such Guarantor’s obligations under this Limited Guarantee. The Each Guarantor agrees that its the obligations of such Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Sub, any Other Guarantor or any Other Guarantorother Person interested in the Transactions, (ii) any change in the time, place or manner of payment of any portion of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any portion of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of such Guarantor with respect to the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person Person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person Person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person Person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the TransactionsTransactions (including any Other Guarantor), (vi) the existence of any claim, set-off or other right which the that such Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or (vii) any other act or omission that may in any manner or to any extent vary the risk of or to such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity (other than a discharge of such Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a discharge of Parent with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement), (viii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations or (ix) the value, genuineness, validity, regularity, illegality or enforceability of the ObligationsMerger Agreement, in each case in accordance with its terms (other than by reason of fraud by the Company).

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Parent, Merger Sub or any Other Guarantor or any other person interested in the transactions contemplated by the Merger Agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuaranty. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Sub, any Other Guarantor or any Other Guarantor, other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), ; (iii) the addition, substitution, any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, ; (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity; or (viiviii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of related to the Obligations.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Each Guarantor agrees that that, subject to the terms hereof, the Guaranteed Party may may, in its sole discretion at any time and from time to time, without notice to or further consent of the GuarantorGuarantors, extend the time of payment of any portion of or waive the Obligations in accordance with Section 9.11 of the ObligationsMerger Agreement, and may also make enter into any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof of the Merger Agreement or of any agreement between the Guaranteed Party Party, on the one hand, and Parent or Merger Sub Sub, on the other hand, in each case in accordance with the terms of the Merger Agreement, without in any way impairing or affecting the Guarantor’s Guarantors’ obligations as provided in this Limited Guarantee; provided, that the consent of the Guarantors shall be required to the extent it has the effect of expanding the circumstances under which the obligations will be payable. 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 except to the extent the Guarantors under this Limited GuaranteeGuarantee are released or the provisions of the Limited Guarantee are amended or waived, in each case, on terms and conditions no less favorable than those applicable to the Other Guarantees. The Each Guarantor agrees that its that, except as set forth in clause (i) in the last sentence of Section 3(c) and except for termination in accordance with Section 8 of this Limited Guarantee, the obligations of the Guarantors hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, Guarantor or any other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the time, place or manner of payment of any of the Obligations Obligations, or any escrow arrangement or other security therefor, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made (in each case, to the extent effected in accordance with the terms thereof of the Merger Agreement) or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations (Obligations, in each case, except in the event of any amendment to the circumstances under which extent any of the Obligations are payable), foregoing does not have the effect of increasing the Cap; (iii) any legal or equitable the addition, substitution, discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantors with respect to the Guaranteed Percentage of the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub by the Company with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement or any of their respective assets or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligations; (vi) the existence of any claim, set-off or other right which the Guarantor Guarantors may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or ; (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantors or otherwise operate as a discharge of the Guarantors’ obligations as a matter of law or equity (other than as a result of payment of the applicable Obligations in accordance with its terms); (viii) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations; or (ix) the value of the Other Guarantees or any other agreement or instrument referred to herein or therein. To the fullest extent permitted by applicable Law, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Merger Sub in accordance with the Merger Agreement, this Limited Guarantee or any other agreement or instrument delivered herewith or therewith), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally. Notwithstanding anything herein to the contrary, each of the following defenses shall be retained by the Guarantor: (i) defenses to the payment of the ObligationsObligations that are available to Merger Sub or any other person under the Merger Agreement; (ii) breach by the Guaranteed Party of this Limited Guarantee; and (iii) fraud or willful misconduct by the Guaranteed Party or any of the Guaranteed Party Related Persons. The Guarantors acknowledge that they will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees Guarantors agree that the Guaranteed Party Company may at any time and from time to time, without notice to or further consent of the GuarantorGuarantors, extend the time of payment of any of the Obligations, and also may also make any agreement with Parent and/or Merger Sub one or both of the Buyer Parties or any Other Guarantor for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party Company, on the one hand, and Parent one or Merger Sub both of the Buyer Parties or any Other Guarantor, on the other hand, without in any way impairing or affecting the Guarantor’s Guarantors’ obligations under this Limited Guarantee. The Guarantor agrees Guarantors agree that its the obligations of the Guarantors hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (ia) the failure or delay on the part of the Guaranteed Party Company to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub one or both of the Buyer Parties or any Other Guarantor, ; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof Agreement, any Other Guarantee, or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each caseprovided that any such change, except in rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to the event prior written consent of the Buyer Parties to the extent expressly required by the Merger Agreement or to the prior written consent of any amendment of the applicable Other Guarantors, to the circumstances under which the Obligations are payable), (iii) extent expressly required by any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Other Guarantees); (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or any Person interested in the transactions contemplated by the Merger Sub with respect Agreement (provided, that any such addition, substitution or release shall be subject to the Obligations prior written consent of the Buyer Parties to the extent expressly required under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, ); (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub one or both of the Buyer Parties or any other person now or hereafter Person liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligations; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parentone or both of the Buyer Parties, Merger Sub or any other person now or hereafter Person liable with respect to any of the Obligations Obligations; (f) subject to the last sentence of Section 2(a) hereof, any lack of validity or otherwise interested in enforceability of the TransactionsObligations, the Merger Agreement or any agreement or instrument relating thereto; (vig) the existence of any claim, set-off or other right rights which the Guarantor Guarantors may have at any time against Parent one or Merger Sub both of the Buyer Parties, any Other Guarantor or the Guaranteed PartyCompany, whether in connection with the Obligations or otherwise, ; or (viih) the adequacy of any other means the Guaranteed Party Company may have of obtaining payment repayment of any of the Obligations. To the fullest extent permitted by Law, the Guarantors hereby expressly waive any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Company. The Guarantors waive promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to the Buyer Parties and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP in accordance with Section 9.2 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium or other similar Law now or hereafter in effect, any right to require the marshalling of assets of one or both of the Buyer Parties, or any other Person liable with respect to any of the Obligations, and all suretyship defenses generally (other than breach by the Company of this Limited Guarantee). The Guarantors hereby unconditionally and irrevocably agree that it shall not institute, and shall cause its Affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general application relating to or affecting creditors’ rights, and general equitable principles (whether considered in a proceeding in equity or at law). The Guarantors acknowledge that they will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits and after the advice of counsel.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the ObligationsGuaranteed Obligation, and may also make any agreement with Parent and/or Merger Sub Buyers for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub Buyers without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, Buyers; (iib) any change in the time, place or manner of payment of the Obligations or any rescissionGuaranteed Obligation; (c) the addition, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge substitution or release of Parent and/or Merger Sub with respect to any Person primarily or secondarily liable for the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Guaranteed Obligation; (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub Buyers or any other person now or hereafter Person liable with respect to any of the Obligations or otherwise interested in the Transactions, Guaranteed Obligation; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub Buyers or any other person now or hereafter Person liable with respect to any of the Obligations or otherwise interested in the Transactions, Guaranteed Obligation; (vif) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub Buyers or the Guaranteed PartyParty or any of its Affiliates, whether in connection with the Obligations Guaranteed Obligation or otherwise, or ; (viig) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the ObligationsGuaranteed Obligation; or (h) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of the Guaranteed Obligation and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Buyers or any other Person primarily or secondarily liable with respect to the Guaranteed Obligation, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligation that are available to Buyers under the Merger Agreement or a breach by the Guaranteed Party of the Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Buyers or any other Person liable with respect to the Guaranteed Obligation that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Buyers or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Buyers or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligation shall have been satisfied in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligation and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligation, in accordance with the terms of the Merger Agreement, or to be held as collateral for the Guaranteed Obligation thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent any of Buyers’ representations, warranties, covenants or agreements contained in the Merger Agreement are waived by the Guaranteed Party, then such waiver shall extend to the Guarantor.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make enter into any agreement with Parent and/or the Parent, Merger Sub or with any other Person (including any Other Guarantor) interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof of the Merger Agreement or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or any such other Person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor, ); (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Obligations; (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, any entity or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise other Person interested in the Transactions, transactions contemplated by the Merger Agreement (ivincluding any Other Guarantor); (d) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement (vincluding any Other Guarantor); (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement (viincluding any Other Guarantor) or affecting any of their respective assets; (f) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Parent, Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, ; or (viig) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent, Merger Sub and their counsel in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor), and all suretyship defenses generally (other than defenses to the payment of the Obligations that are available to Parent, Merger Sub or any other Person under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall use its reasonable best efforts to cause its Subsidiaries and Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Equity Financing Commitments or the Merger Agreement or the transactions contemplated thereby, against the Guarantor or any Related Party (as defined below), except for claims against the Guarantor under this Limited Guarantee (subject to limitations described herein) or against an Other Guarantor under its respective limited guarantee (subject to the limitations set forth therein), and the Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ rights generally, and general equitable principles (whether considered a proceeding in equity or at law). The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent, Merger Sub or any other Person (including any Other Guarantor) interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of the Guarantor’s Obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Merger Sub or such other Person (including any Other Guarantor), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, Merger Sub or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for any Obligations.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees Guarantors agree that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the GuarantorGuarantors, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Parent, Merger Sub or any Other Guarantor or any other person interested in the transactions contemplated by the Merger Agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other person without in any way impairing or affecting the Guarantor’s Guarantors’ obligations under this Limited GuaranteeGuaranty. The Guarantor agrees Guarantors agree that its the obligations of the Guarantors hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Sub, any Other Guarantor or any Other Guarantor, other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), ; (iii) the addition, substitution any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantors with respect to the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (vi) the existence of any claim, set-off or other right which the Guarantor Guarantors may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise; (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantors or otherwise operate as a discharge of the Guarantors as a matter of law or equity (other than a discharge of the Guarantors with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a discharge of Parent with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement); or (viiviii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of related to the Obligations.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Each Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parentthe Buyer, Merger Sub such Guarantor or any Other Guarantor, (ii) any change in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ivii) any change in the corporate existencetime, structure place or ownership manner of Parentpayment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of the Merger Sub Agreement or the Equity Commitment Letter, in each case, made in accordance with the terms thereof or any other person agreement evidencing, securing or otherwise executed in connection with any of the Obligations, so long as such change does not have the effect of increasing such Guarantor’s Per Claim Cap or Individual Cap, as applicable; (iii) the addition, substitution or release of any Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (viv) any insolvencychange in the corporate existence, bankruptcystructure or ownership of the Buyer, reorganization or other similar proceeding affecting Parent, Merger Sub such Guarantor or any other person Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactionstransactions contemplated by the Merger Agreement; (v) any insolvency, (vi) the existence of any claimbankruptcy, set-off reorganization or other right which similar proceeding affecting the Buyer, such Guarantor may have at or any time against Parent other Person now or Merger Sub or the Guaranteed Party, whether in connection hereafter liable with respect to any of the Obligations or otherwise, otherwise interested in the transactions contemplated by the Merger Agreement or any of their respective assets; (viivi) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to any of the Obligations; (vii) subject to the last sentence of Section 3(c) of this Limited Guaranty, the existence of any claim, set-off or other right that such Guarantor may have at any time against the Guaranteed Party, whether in connection with any guaranteed Obligation or otherwise; (viii) any change in applicable Law; or (ix) any other act or omission that may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity (other than payment of the Obligations or as permitted by the last sentence of Section 3(c) of this Limited Guaranty).

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party Sellers may at any time and from time to time and at any time, without notice to or further consent of the Guarantor, extend the time of payment payment, performance or discharge of any Obligations of the ObligationsBuyer, and may also make any agreement with Parent and/or Merger Sub the Buyer for the extension, renewal, payment, compromise, discharge extension, discharge, renewal or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party Sellers and Parent or Merger Sub the Buyer without in any way impairing or affecting the Guarantor’s obligations under this Limited Guaranteesuch Obligations. The Guarantor agrees that its obligations hereunder Obligations of the Buyer shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the existence of any claim, set-off or other right which the Guarantor may have at any time against the Buyer, whether in connection with such Obligations or otherwise; (ii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Buyer; (iii) the failure or delay on the part of the Guaranteed Party Sellers to assert any claim or demand or to enforce any right or remedy against Parentthe Buyer; (iv) any change in the existence, Merger Sub structure or ownership of the Buyer; (v) the adequacy of any Other Guarantorother means the Sellers may have of obtaining payment, performance or discharge of any of the Buyer’s Obligations; or (iivi) any change in the time, place or manner of payment payment, performance or discharge of any of the Buyer’s Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement. To the Merger Agreement made in accordance with fullest extent permitted by Law, the terms thereof Guarantor hereby expressly waives any and all rights or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event defenses arising by reason of any amendment to Law which would otherwise require any election of remedies by the circumstances under which the Obligations are payable)Sellers. The Guarantor waives promptness, (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full diligence, notice of the Guaranteed Percentage acceptance of this Guaranty and of the Obligations in accordance with their termsBuyer’s Obligations, a discharge or release presentment, demand for payment, notice of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreementnon-performance, or as a result of defenses to the payment default, dishonor and protest, notice of the Buyer’s Obligations that would incurred and all other notices of any kind, any right to require the marshaling of assets of the Buyer, all defenses which may be available to Parent and/or Merger Sub under the Merger Agreement) by virtue of any person valuation, stay, moratorium Law or other similar Law now or hereafter liable with respect to any in effect and all suretyship defenses generally. The Guarantor acknowledges that it shall receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this ARTICLE X are knowingly made in contemplation of the Obligations or otherwise interested in the Transactions, (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the Obligationssuch benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Each Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the either Guarantor, extend the time of payment of any of the ObligationsGuaranteed Obligations (provided that the foregoing shall be subject to the consent of Parent and Merger Sub to the extent such extension involves an amendment of the Merger Agreement), and may also make any agreement with Parent and/or or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or and/or Merger Sub without in any way impairing or affecting the Guarantor’s Guarantors’ obligations under this Limited Guarantee. The Each Guarantor agrees that its the obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure (or delay on the part delay) of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other other Guarantor; (b) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Guarantor; (iic) the existence of any claim, set-off or other right which a Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwise; (d) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (e) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Obligations; (f) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to any entity or other person interested in the Obligations under transactions contemplated by the Merger Agreement, ; or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (ivg) any change in the corporate existence, structure or ownership of ParentParent or Merger Sub. To the fullest extent permitted by law, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind (except for notices to be provided in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactionstransactions contemplated by the Merger Agreement, and all suretyship defenses generally (v) other than fraud or willful misconduct by the Guaranteed Party or any insolvencyof its subsidiaries or affiliates, bankruptcy, reorganization defenses to the payment of the Guaranteed Obligations under the Merger Agreement or other similar proceeding affecting Parent, otherwise that are available to Parent or Merger Sub or breach by the Guaranteed Party of this Limited Guarantee). Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Each Guarantor hereby unconditionally and irrevocably covenants and agrees not to exercise any other person rights that it may now have or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of such Guarantor’s obligations under or in respect of this Limited Guarantee, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent and/or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent and/or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations shall have been paid in full in cash. If any amount shall be paid to a Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, whether in connection with the Obligations shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or otherwise, or (vii) the adequacy of any other means delivered to the Guaranteed Party may have in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations, in accordance with the terms of obtaining the Merger Agreement, whether matured or unmatured, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Limited Guarantee thereafter arising. Upon payment of the ObligationsGuaranteed Obligations in full in cash owing to the Guaranteed Party, each Guarantor shall be subrogated to the rights of the Guaranteed Party against Parent and Merger Sub, and the Guaranteed Party agrees to take, at the Guarantors’ expense, such steps as a Guarantor may reasonably request to implement such subrogation. By acceptance of this Limited Guarantee, the Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its subsidiaries and 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 Parent Affiliate (as defined below), except for claims against a Guarantor or a Successor Entity (as defined below) under this Limited Guarantee. The Guarantor hereby covenants and agrees that it shall not institute, and shall cause its subsidiaries and affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Parent and Merger Sub are relieved (other than by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, or general equitable principles (whether considered in a proceeding in equity or at law)) of all or any portion of the Guaranteed Obligations under the Merger Agreement, each Guarantor shall be similarly relieved of the Guaranteed Obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The I. Guarantor agrees that the Guaranteed Party Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also make any agreement with the Parent and/or Merger Sub Parties, without Guarantor’s consent, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any other agreement between the Guaranteed Party Company and any of the Parent or Merger Sub Parties without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its obligations hereunder that, subject to the terms and provisions hereof, the Guaranteed Obligations shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party Company to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, Parent Party; (iib) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Obligations, including the Obligations in accordance with their termsTender Offer; (c) the addition, a discharge substitution or release of Parent and/or Merger Sub with respect to any other Person interested in the Obligations under transactions contemplated by the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, ; (ivd) any change in the corporate or organizational existence, structure or ownership of Parent, Merger Sub any Parent Party or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub any Parent Party or any other person now or hereafter Person liable with respect to any of the Obligations or otherwise interested in the Transactions, Guaranteed Obligations; (vif) the existence of any claim, set-off or other right rights which the Guarantor may have at any time against the Parent Parties, the Company or Merger Sub or the Guaranteed Partyany of their respective Affiliates, whether in connection with the Guaranteed Obligations or otherwise, or ; (viig) the adequacy of any other means the Guaranteed Party Company may have of obtaining satisfying any of the Guaranteed Obligations; (h) any other act or omission which might in any manner or to any extent vary the risk of Guarantor or otherwise operate as a release or discharge of Guarantor, all of which may be done without notice to Guarantor; or (i) any other event or circumstance, whether similar or dissimilar to the foregoing. To the fullest extent permitted by Law, Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Company. Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any obligations incurred and all other notices of any kind (other than notices to any of the Parent Parties pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of the Parent Parties or any other entity or other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than defenses to the payment of the ObligationsGuaranteed Obligations that are available to any of the Parent Parties under the Merger Agreement or breach by the Company of this Guarantee). Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. Subject to the provisions of Section 2 and this Section 3, Guarantor reserves the right to assert defenses which any of the Parent Parties may have to payment of any Guaranteed Obligations in accordance with the terms and conditions of the Merger Agreement. Notwithstanding anything to the contrary contained in this Guarantee or otherwise, the Company hereby agrees that to the extent the Parent Parties are relieved of all or any portion of any Guaranteed Obligation, Guarantor shall be similarly relieved of its corresponding obligations under this Guarantee. Each party hereby covenants and agrees that it shall not institute, directly or indirectly, any proceeding asserting that any of the terms and provisions of this Guarantee are illegal, invalid or unenforceable.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Parent, Merger Sub or with any other Person (including any Other Guarantor) interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or any such other Person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor, ); (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Obligations; (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement (ivincluding any Other Guarantor); (d) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement (vincluding any Other Guarantor); (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement (viincluding any Other Guarantor); (f) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Parent, Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, ; or (viig) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent, Merger Sub and Sxxxxxx Xxxxxxx & Bxxxxxxx LLP in accordance with Section 10.1 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor), and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its Subsidiaries, defenses to the payment of the ObligationsObligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its 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 of its former, current or future directors, officers, agents, Affiliates (other than Parent or Merger Sub) or employees, or against any of the former, current or future general or limited partners, members, managers or stockholders of the Guarantor or any Affiliate thereof (other than Parent or Merger Sub) or against any former, current or future directors, officers, agents, Affiliates, general or limited partners, members, managers or stockholders of any of the foregoing (other than Parent or Merger Sub), except for claims against the Guarantor under this Limited Guarantee and against Other Guarantors under their written limited guarantees, and the Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceedings asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor) that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Merger Sub or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, Merger Sub or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Parent and Merger Sub are relieved of their obligations under Section 7.10(a), Section 7.11, Section 9.2(d) and the second sentence of Section 9.2(f) of the Merger Agreement, the Guarantor shall be similarly relieved of its obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor Investor agrees that the Guaranteed Party Company may at any time and from time to time, without notice to or further consent of the GuarantorInvestor, extend the time of payment of any of the Merger Agreement Obligations, and may also make any agreement with Parent and/or MergerCo or with any other person interested in the transactions contemplated by the Merger Sub Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party Company and Parent MergerCo or Merger Sub any such other person without in any way impairing or affecting the GuarantorInvestor’s obligations under this Limited GuaranteeLetter Agreement. The Guarantor Investor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party Company to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub MergerCo or any Other Guarantor, other person interested in the transactions contemplated by the Merger Agreement; (iib) any change in the time, place or manner of payment of any of the Merger Agreement Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Merger Agreement Obligations (in each caseprovided that any such change, except in the event of any rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result prior written consent of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect MergerCo to the Obligations extent required under the Merger Agreement); (c) the addition, substitution or as a result release of defenses any entity or other person interested in the transactions contemplated by the Merger Agreement, (provided that any such addition, substitution or release shall be subject to the payment prior written consent of MergerCo to the Obligations that would be available to Parent and/or Merger Sub extent required under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, ); (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub MergerCo or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub MergerCo or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (vif) the existence of any claim, set-off or other right which the Guarantor Investor may have at any time against Parent or Merger Sub MergerCo or the Guaranteed PartyCompany, whether in connection with the Merger Agreement Obligations or otherwise, ; (g) any change in the Applicable Law of any jurisdiction; or (viih) the adequacy of any other means the Guaranteed Party Company may have of obtaining payment of any of the Merger Agreement Obligations. To the fullest extent permitted by law, the Investor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Investor waives promptness, diligence, notice of the acceptance of this Letter Agreement and of the Merger Agreement Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Merger Agreement Obligations incurred and all other notices of any kind (except for notices required to be provided to MergerCo and its counsel in accordance with Section 8.7 of the Merger Agreement, which when duly given shall be deemed notice to the Investor), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of MergerCo or any other person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally. Notwithstanding anything to the contrary contained herein, the Company agrees that the Investor may assert, as a defense to any payment by the Investor under this Letter Agreement, any claim, set-off, deduction or defense that (A) MergerCo could assert against the Company under the terms of the Merger Agreement or (B) the Investor could assert based upon a breach by the Company of this Letter Agreement (including claims against the Company or any of its Subsidiaries for fraud or willful misconduct). The Investor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Letter Agreement are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent Parent, Midco and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in partpart (but not any increase of the amount thereof), or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Midco or Merger Sub or any Other Guarantor, Sub; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of the Merger Agreement or the Equity Commitment Letter made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligations; (ivc) any change in the corporate existence, structure or ownership of Parent, Midco, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (vd) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Midco, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (vie) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Parent, Midco, Merger Sub Sub, or the Guaranteed PartyParty or any of their Affiliates, whether in connection with the Obligations or otherwise, ; or (viif) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to any of the Obligations; provided, that, notwithstanding the foregoing, the Guarantor shall be released and discharged from all obligations hereunder to the extent that the Obligation is satisfied by Parent or any other person. To the fullest extent permitted by applicable Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (other than required notices to Parent in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent, Midco or Merger Sub, or any other Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its Affiliates or any other defenses to the payment of the Obligations that are available to Parent under the Merger Agreement). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its 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 the Guarantor or any Non-Recourse Party (as defined in Section 8 herein), except for its rights to recover (i) from Parent under and to the extent expressly provided in the Merger Agreement; (ii) from Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Guarantee and subject to the Cap and other limitations described herein; and (iii) from Sponsor and its successors and assigns under the Equity Commitment Letter pursuant to the terms and conditions thereof. The Guarantor hereby covenants and agrees that it shall not assert, directly or indirectly, and shall cause its Affiliates not to assert, any proceeding that this Guarantee is illegal, invalid or unenforceable in accordance with its terms. The Guarantor hereby unconditionally waives any rights that it may now have or hereafter acquire against Parent, Midco, Merger Sub or any other Person that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Midco, Merger Sub or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including, without limitation, the right to take or receive from Parent, Midco, Merger Sub or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations shall have been previously paid in full (subject to the Cap) in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid promptly or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations, or at the Guaranteed Party’s option, to be held as collateral for any Obligations. Notwithstanding anything to the contrary contained in this Guarantee, the Guaranteed Party hereby agrees that (i) to the extent Parent, Midco or Merger Sub is relieved of all or any portion of the Obligation by the satisfaction thereof or pursuant to any agreement with the Guaranteed Party (any amount so relieved, the “Reduction Amount”), the Guarantor shall be similarly relieved of its obligations under this Guarantee and the Cap shall be reduced by an amount equal to the Reduction Amount; and (ii) the Guarantor shall have all defenses to the payment of the Obligations under this Guarantee (which in any event shall be subject to the Cap) that would be available to Parent, Midco and/or Merger Sub under the Merger Agreement with respect to the Obligations, as well as any defenses in respect of fraud or willful misconduct of the Guaranteed Party hereunder or breach by the Guaranteed Party of any of the terms or provisions hereof.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees Guarantors agree that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the GuarantorGuarantors, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees Guarantors agree that its the obligations of the Guarantors hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Parent or Merger Sub or any Other Guarantor, other Person interested in the transactions contemplated by the Merger Agreement; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (c) the addition, substitution or release of any other Person interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or any other Person interested in the transactions contemplated in the Merger Agreement; (f) the existence of any claim, set-off or other rights which any Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise; (in each case, except in g) the event adequacy of any amendment to other means the circumstances under which Guaranteed Party may have of obtaining payment of the Obligations are payable), Obligations; or (iiih) any legal or equitable discharge or release of the Guarantors as a matter of applicable law (other than a discharge or release of the Guarantors as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release the terms of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, Agreement or as a result of defenses to the payment of the Obligations that would be available to Parent and/or or Merger Sub under the Merger Agreement) ). To the fullest extent permitted by law, the Guarantors hereby expressly waive any and all rights or defenses arising by reason of any person law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantors waive promptness, diligence, notice of the acceptance of this Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub in accordance with Section 9.09 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter liable with respect in effect, any right to any require the marshalling of the Obligations assets of Parent or otherwise interested in the Transactions, (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactionstransactions contemplated by the Merger Agreement, and all suretyship defenses generally (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub than fraud by the Guaranteed Party or any other person of its affiliates). Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. Each Guarantor hereby unconditionally waives any rights that it may now have or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time acquire against Parent or Merger Sub that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under, on with or in respect of this Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, and such Guarantor shall not exercise any such rights unless and until all Obligations shall have been paid in full in immediately available funds. If any amount shall be paid to either Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of all amounts payable under, in respect of or in connection with this Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, whether shall be segregated from other property and funds of such Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable by such Guarantor under, in respect of or in connection with this Guarantee. Notwithstanding anything to the Obligations or otherwisecontrary contained in this Guarantee, or (vii) the adequacy of any other means the Guaranteed Party may have hereby agrees that to the extent Parent and Merger Sub are relieved of obtaining any of their payment obligations under the Merger Agreement, the Guarantors shall be similarly relieved of their corresponding Obligations under this Guarantee but only to the Obligationssame extent Parent or Merger Sub are so relieved.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also make any agreement with Parent and/or or Merger Sub Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuaranty or affecting the validity or enforceability of this Limited Guaranty. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Parent or Merger Sub or any Other Guarantor, other Person interested in the transactions contemplated in the Merger Agreement; (iib) any change in the time, place or manner of payment of any of the Obligations Guaranteed Obligations, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencingthereof; (c) the addition, securing or otherwise executed in connection with the Obligations (in each casesubstitution, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantors with respect to the Guaranteed Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Guaranteed Obligations under the Merger Agreement, or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of the Guarantors or any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, person; (ivd) any change in the corporate existence, structure or ownership of Parent, Parent or Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Sub; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (viincluding any Other Guarantor); (f) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Parent, Merger Sub or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwise, or ; (viig) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; or (h) any act or omission by Parent or Merger Sub which directly or indirectly results in or aids in the discharge or release of Parent or Merger Sub or any portion of the Guaranteed Obligations by operation of law or otherwise. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices to Parent or Merger Sub pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect or any right to require the marshalling of assets of Parent or Merger Sub or any other person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (x) that are available to Parent or Merger Sub under the Merger Agreement and this Limited Guaranty, (y) in respect of a breach by the Guaranteed Party of this Limited Guaranty or (z) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guaranty, including, without limitation, any event, condition or circumstance that might be construed to constitute an equitable or legal discharge of the Guarantor’s obligations hereunder). The Guarantor acknowledges that he will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits. The Guarantor covenants and agrees that he shall not institute, and shall cause his Affiliates not to institute, any proceeding asserting that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms. The Guarantor hereby unconditionally waives any rights that he may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty (subject to the Cap), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, and the Guarantor shall not exercise any such rights unless and until all amounts payable by the Guarantor under this Limited Guaranty (which shall be subject to the Cap) shall have been indefeasibly paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of all amounts payable under this Limited Guaranty (which shall be subject to the Cap), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable by the Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that (a) to the extent that Parent and/or Merger Sub is relieved of any of the Guaranteed Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of his corresponding payment obligations under this Limited Guaranty, and (b) the Guarantor shall have all defenses to the payment of his obligations under this Limited Guaranty (which in any event shall be subject to the Cap) 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 any fraud or willful misconduct of the Guaranteed Party or its Affiliates.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor Investor agrees that the Guaranteed Party Company may at any time and from time to time, without notice to or further consent of the GuarantorInvestor, extend the time of payment of any of the Obligations, and may also make enter into any agreement with Parent and/or Merger Sub or with any other Person interested in the Transactions for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of the Merger Agreement or any other agreement between the Guaranteed Party Company and Parent or Merger Sub any such other Person without in any way impairing or affecting the GuarantorInvestor’s obligations under this Limited Guarantee. The Guarantor Investor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party Company to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Parent or any Other Guarantor, other Person interested in the Transactions; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations (provided that any such change, rescission, waiver, compromise, consolidation or otherwise other amendment or modification shall be subject to the prior written consent of Parent to the extent required under the Merger Agreement or such other agreement); (c) the addition, substitution or release of any entity or other Person interested in the TransactionsTransactions (provided that any such addition, substitution or release shall be subject to the prior written consent of Parent to the extent required under the Merger Agreement or such other agreement); (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub Parent or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, ; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub Parent or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions; (f) any lack of validity or enforceability of the Merger Agreement or any agreement or instrument relating thereto (in each case against any person other than the Company), other than by reason of fraud or willful misconduct by the Company; (vig) the existence of any claim, set-off or other right which the Guarantor Investor may have at any time against Parent or Merger Sub or the Guaranteed PartyCompany, whether in connection with the Obligations or otherwise, ; or (viih) the adequacy of any other means the Guaranteed Party Company may have of obtaining payment of any of the obligations. To the fullest extent permitted by Law, the Investor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Company. The Investor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any obligations incurred and all other notices of any kind (except for notices to be provided to Parent and its counsel in accordance with Section 9.02 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or any other Person interested in the Transactions, and all suretyship and guarantor defenses generally (other than fraud or willful misconduct by the Company or any of the Company Affiliates (as defined below), defenses to the payment of the Obligations that are available to Parent and Sub and their respective Affiliates under the Merger Agreement (and are not waived above) or breach by the Company of this Limited Guarantee, each of the foregoing defenses being retained by the Investor). The Investor acknowledges that it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub the Company, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any other agreement between the Guaranteed Party and Parent or Merger Sub the Company without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee, but in any case subject to the last sentence of Section 4(a). The Guarantor agrees that its obligations Obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, the Company; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger LLC Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligations; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vc) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Company; (vid) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed PartyCompany, whether in connection with the Obligations or otherwise, ; or (viie) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to the Company and Shearman & Sterling LLP in accordance with Section 12.1 of the LLC Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Company, and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its subsidiaries, defenses to the payment of the ObligationsObligations that are available to the Company under the LLC Agreement or breach by the Guaranteed Party of this Limited Guarantee). Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the LLC Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Each Guarantor agrees that the Guaranteed Party may may, at any time and from time to time, without notice to or further consent of the any Guarantor, extend the time of payment of any of the Payment Obligations, and may also make any agreement with the Parent and/or or any other Person (including any Guarantor) interested in the transactions contemplated by the Merger Sub Agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or any other Person (including any Guarantor) interested in the transactions contemplated by the Merger Sub Agreement without in any way impairing or affecting the any Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Each Guarantor agrees that its the obligations of such Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (ia) the any delay or failure or delay on the part of the Guaranteed Party to assert in asserting any claim or demand or to enforce any right or remedy against Parent, Merger Sub the Parent or any Other other Person (including any Guarantor, ) interested in the transactions contemplated by the Merger Agreement; (iib) any change in the time, place or manner of payment of any of the Obligations Payment Obligations, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement (other than amendments to the Payment Obligations) made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Payment Obligations; (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, any entity or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person other Person now or hereafter liable with respect to any of the Payment Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ivd) any change in the corporate legal existence, structure or ownership of Parent, Merger Sub the Parent or any other person Person (including any Guarantor) now or hereafter liable with respect to any of the Payment Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ve) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, reorganization assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment, or other similar proceeding affecting Parent, Merger Sub or any other person now inability to pay or hereafter liable with respect perform affecting the Parent or any other Person (including any Guarantor to any of the Obligations or otherwise fullest extent permitted by Law) interested in the Transactions, transactions contemplated by the Merger Agreement; (vif) the existence of any claim, set-off or other right which the any Guarantor may have at any time against the Parent or Merger Sub or the Guaranteed Party, whether in connection with the Payment Obligations or otherwise, or ; (viig) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Payment Obligations; or (h) the value, genuineness, validity, regularity, illegality or enforceability of the Merger Agreement or any agreement or instrument related thereto, in each case in accordance with its terms, provided that this sentence is subject to the last sentence of this paragraph. To the fullest extent permitted by Law, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party (including any bénéfice de division and the bénéfice de discussion, to the extent applicable). Each Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Payment Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Payment Obligations incurred and all other notices of any kind (other than notices required to be made to the Parent pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect or any right to require the marshaling of assets of Parent or any other Person now or hereafter liable with respect to the Payment Obligations or otherwise interested in the transactions contemplated by the Merger Agreement. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guaranteed Party hereby covenants and agrees that it shall not, directly or indirectly, institute, and shall cause its controlled Affiliates and any of their employees, equityholders and representatives not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the Equity Commitment Letter or the respective transactions contemplated thereby, against any Guarantor or any of the Non-Recourse Parties (as defined below), except for claims against (i) the General Partner, acting in its capacity as described above, under the Confidentiality Agreement, (ii) any Guarantor under this Limited Guarantee or (iii) any Guarantor for specific performance of such Guarantor’s obligations under the Equity Commitment Letter to fund its commitment in accordance with the terms thereof pursuant to, and subject to the limitations in, Section 9.02 of the Merger Agreement. Each Guarantor hereby covenants and agrees that it shall not assert as a defense in any proceeding to enforce this Limited Guarantee, and shall cause its Affiliates not to assert as a defense in any such proceeding, that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. Each Guarantor hereby agrees not to assert any rights that it may now have or hereafter acquire against the Parent that arise from the existence, payment, performance, or enforcement of such Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against the Parent, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including, without limitation, the right to take or receive from the Parent, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all amounts payable by such Guarantor under this Limited Guarantee shall have been paid in full in immediately available funds. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of all amounts payable under this Limited Guarantee, such amount shall be received and held on behalf of and for the benefit of the Guaranteed Party, shall be segregated from other property and funds of such Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable by such Guarantor under this Limited Guarantee. Notwithstanding anything to the contrary contained in this Limited Guarantee or otherwise, the Guaranteed Party hereby agrees that (i) to the extent the Parent is relieved of any of its Payment Obligations under the Merger Agreement, including pursuant to Section 8.02 thereof (other than solely as a result of bankruptcy of the Parent), each Guarantor shall be similarly relieved of its corresponding Payment Obligations under this Limited Guarantee solely in respect of such relieved obligation and (ii) each Guarantor shall have all defenses to the payment of the Payment Obligations that would be available to Parent under the Merger Agreement (other than any defenses based solely on the bankruptcy of Parent).

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub the Purchaser for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification or amendment of the terms thereof or of any agreement (including, without limitation, the Merger Agreement) between the Guaranteed Party and Parent or Merger Sub the Purchaser without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by, among other things: (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub the Purchaser or any Other other Person, including the Guarantor, ; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other Transaction Document or any other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligations; (ivc) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Person; (vd) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub the Purchaser or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Person; (vie) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub the Purchaser or the Guaranteed PartyParty or any Affiliate thereof, whether in connection with the Obligations or otherwise, or ; (viif) the adequacy of any other means the Guaranteed Party may have of obtaining payment or performance of any of the Obligations; or (g) any other event or condition which, but for the provisions hereof, would constitute a legal or equitable discharge of the obligations of the Guarantor hereunder (other than defenses to the payment or performance of the Obligations that are available to the Purchaser under the Merger Agreement or breach by the Guaranteed Party of this Guarantee). To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to the Purchaser in accordance with Section 9.7 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of the Purchaser or any other Person, and all suretyship defenses generally (other than defenses to the payment or performance of the Obligations that are available to the Purchaser under the Merger Agreement or breach by the Guaranteed Party of this Guarantee). The Guarantor acknowledges that he will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation and exchange for such benefits. The Guarantor hereby covenants and agrees that he shall not institute, and shall cause his respective Affiliates not to institute, any proceedings asserting that this Guarantee or any term or condition set forth herein is illegal, invalid or unenforceable in accordance with its terms. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that he may now have or hereafter acquire against the Purchaser that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against the Purchaser, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Purchaser or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Guarantee shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Guarantee, in accordance with the terms of the Merger Agreement and this Guarantee, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the GuarantorGuarantors, extend the time of payment of any of the ObligationsObligation, and may also make any agreement with Parent and/or Merger Sub Buyers for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub Buyers without in any way impairing or affecting the Guarantor’s Guarantors’ obligations under this Limited GuaranteeAgreement. The Each Guarantor agrees that its the obligations of the Guarantors hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by, among other things: (i) the failure (or delay delay) on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, Buyers; (ii) any change in the time, place or manner of payment of the Obligations Obligation or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed executed, in each case to the extent a Guarantor is a party, in connection with the Obligations (in each case, except in transactions contemplated by the event of any amendment to Merger Agreement or the circumstances under which the Obligations are payable), Obligation; (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Guarantor; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub Buyers or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Guarantor; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub Buyers or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Guarantor; (vi) the existence of any claim, set-off or other right which the Guarantor Guarantors may have at any time against Parent or Merger Sub Buyers or the Guaranteed PartyParty or any of its Affiliates, whether in connection with the Obligations Obligation or otherwise, or ; (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the Obligation; (viii) the death, disability or incapacity of any Guarantor, (ix) the value, genuineness, validity, regularity, illegality or enforceability of the Commitment Letters against the Buyers, in each case in accordance with the terms thereof, and (x) any other act or omission which might in any manner or to any extent vary the risk of the Guarantors or otherwise operate as a release or discharge of the Guarantors. To the fullest extent permitted by law, the Guarantors hereby expressly waive any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantors waive promptness, diligence, notice of the acceptance of this Agreement and of the Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of the Obligation and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Buyers or Guarantors, and all suretyship defenses generally (other than defenses to the payment of the Obligation that are available to Buyers under the Merger Agreement or a breach by the Guaranteed Party of this Agreement or the Merger Agreement). The Guarantors acknowledge that they will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Agreement are knowingly made in contemplation of such benefits. In furtherance of the foregoing and subject to the limitations contained herein, each Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against such Guarantor for the full amount of the Obligations, regardless of whether any action is brought against Parent, Merger Sub or any other Guarantor or whether Parent, Merger Sub or any other Guarantor is joined in any action or actions.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Each Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the such Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Parent, Merger Sub or any Other Guarantor or any other person interested in the transactions contemplated by the Merger Agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other person without in any way impairing or affecting the such Guarantor’s obligations under this Limited GuaranteeGuaranty. The Each Guarantor agrees that its the obligations of such Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Sub, any Other Guarantor or any Other Guarantor, other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), ; (iii) the addition, substitution any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of such Guarantor with respect to the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (vi) the existence of any claim, set-off or other right which the such Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise; (vii) any other act or omission that may in any manner or to any extent vary the risk of or to such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity (other than a discharge of such Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a discharge of Parent with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement); or (viiviii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of related to the Obligations.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or or Merger Sub Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent Parent, Merger Sub, or Merger Sub such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the corporate existence, structure or ownership of Parent, Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any Other Guarantorother person interested in the transactions contemplated by the Merger Agreement; (iv) except as expressly provided herein, 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 the Obligations or otherwise; (iiv) any change in the time, place or manner of payment of any of the Obligations Obligations, or any rescissionrecession, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), ; (iiivi) any addition, substitution, legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a full discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of valid defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions, (iv) any change in transactions contemplated by the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or Agreement; (vii) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations; (viii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge or release of the Guarantor as a matter of law or equity (other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a full discharge or release of Parent with respect to the Obligations under the Merger Agreement, or as a result of valid defenses to the payment of the ObligationsObligations that would be available to Parent under the Merger Agreement or in respect of a discharge or release of the Guarantor’s obligations pursuant to Section 8 hereof); or (ix) the value, validity, legality or enforceability of the Merger Agreement.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of from the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or or Merger Sub Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent Parent, Merger Sub, or Merger Sub such other person without in any way impairing or affecting the Guarantor’s obligations (including the Obligations) under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the corporate existence, structure or ownership of Parent, Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any Other Guarantorother person interested in the transactions contemplated by the Merger Agreement; (iv) except as expressly provided herein, 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 the Obligations or otherwise; (iiv) any change in the time, place or manner of payment of any of the Obligations Obligations, or any rescissionrecession, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any portion of the Obligations (in each case, except in the event of any amendment amendment, executed in writing by the Guaranteed Party, to the circumstances under which the Obligations are payable), ; (iiivi) any addition, substitution, legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a full discharge or release of Parent and/or Merger Sub Parties with respect to the Obligations under the Merger Agreement, or as a result of valid defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub Parties under the Merger Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions, (iv) any change in transactions contemplated by the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or Agreement; (vii) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations; (viii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge or release of the Guarantor as a matter of law or equity (other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a full discharge or release of Parent Parties with respect to the Obligations under the Merger Agreement, or as a result of valid defenses to the payment of the ObligationsObligations that would be available to Parent Parties under the Merger Agreement); or (ix) the value, genuineness, validity, illegality or enforceability of the Merger Agreement. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees Guarantors agree that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the GuarantorGuarantors, extend the time of payment of any of the ObligationsObligation, and may also make any agreement with Parent and/or Buyers or any Person liable with respect to the Obligation or interested in the transactions contemplated by the Merger Sub Agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent Buyers or Merger Sub any such other Person without in any way impairing or affecting the Guarantor’s Guarantors’ obligations under this Limited Guarantee. The Guarantor agrees Guarantors agree that its the obligations of the Guarantors hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by, among other things, (ia) the failure (or delay delay) on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Buyers or any Other Guarantor, other Person interested in the transactions contemplated by the Merger Agreement; (iib) any change in the time, place or manner of payment of the Obligations Obligation or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement, any Ancillary Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations Obligation; (in each casec) the addition, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge substitution or release of Parent and/or Merger Sub with respect to any Person primarily or secondarily liable for the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligation; (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub Buyers or any other person now or hereafter Person liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligation; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub Buyers or any other person now or hereafter Person liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligation; (vif) the existence of any claim, set-off or other right which the Guarantor Guarantors may have at any time against Parent or Merger Sub Buyers or the Guaranteed PartyParty or any of its Affiliates, whether in connection with the Obligations Obligation or otherwise, or ; (viig) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the ObligationsObligation; (h) the death, disability or incapacity of any Guarantor or (i) any other act or omission which might in any manner or to any extent vary the risk of the Guarantors or otherwise operate as a release or discharge of the Guarantors. To the fullest extent permitted by law, the Guarantors hereby expressly waive any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantors waive promptness, diligence, notice of the acceptance of this Guarantee and of the Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of the Obligation and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Buyers or any other Person primarily or secondarily liable with respect to the Obligation, and all suretyship defenses generally (other than defenses to the payment of the Obligation that are available to Buyers under the Merger Agreement or a breach by the Guaranteed Party of the Guarantee). The Guarantors acknowledge that they will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. The Guarantors hereby unconditionally and irrevocably agree not to exercise any rights that they may now have or hereafter acquire against Buyers or any other Person liable with respect to the Obligation that arise from the existence, payment, performance, or enforcement of the Guarantors’ obligations under or in respect of this Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Buyers or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Buyers or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Obligation shall have been satisfied in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligation and all other amounts payable under this Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantors and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligation, in accordance with the terms of the Merger Agreement, or to be held as collateral for the Obligation thereafter arising. Notwithstanding anything to the contrary contained in this Guarantee, the Guaranteed Party hereby agrees that to the extent any of Buyers’ representations, warranties, covenants or agreements contained in the Merger Agreement are waived by the Guaranteed Party, then such waiver shall extend to the Guarantors.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment or performance of any of the Obligations, and may also make enter into any agreement with Parent and/or or any other Person controlled by Parent and interested in the transactions contemplated by the Merger Sub Agreement (an “Interested Person”) for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof Merger Agreement or of any agreement between the Guaranteed Party and Parent or Merger Sub any such Interested Person without in any way impairing or affecting the Guarantor’s obligations Obligations under this Limited Guarantee. The Guarantor agrees that its obligations the Obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Parent or any Other Guarantor, Interested Person; (ii) any change in the time, place or manner of payment or performance of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with Agreement, except to the terms thereof extent Parent has a defense to the payment or any agreement evidencing, securing or otherwise executed in connection with performance of the Obligations (in each caseunder such rescission, except in the event of any waiver, compromise, consolidation or other amendment to the circumstances under which the Obligations are payable), or modification; (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Interested Person; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub Parent or any other person now or hereafter liable with respect to any of Interested Person (other than the Obligations or otherwise Company) interested in the Transactions, transactions contemplated by the Merger Agreement; (viv) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed PartyParty or any of their respective Affiliates, whether relating to, arising out of or in connection with the Obligations or otherwise, otherwise (other than those described in the last sentence of Section 2); or (viivi) the adequacy of any other means the Guaranteed Party may have of obtaining payment or performance of any of the Obligations. To the fullest extent permitted by Applicable Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Applicable Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided pursuant to this Limited Guarantee or to Parent and its counsel in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar Applicable Law now or hereafter in effect, any right to require the marshalling of assets of Parent or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its Affiliates). Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent that Parent is relieved of any of its Obligations under the Merger Agreement (other than due to, in connection with, or as a result of, the insolvency or bankruptcy of Parent), the Guarantor shall be similarly relieved of the Obligations under this Limited Guarantee. Notwithstanding anything to the contrary in this Limited Guarantee, any payment made by or on behalf of Parent to the Guaranteed Party with respect to an Obligation shall reduce the total Obligations of the Guarantor under this Limited Guarantee by the amount of such payment.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also make enter into any agreement with Parent and/or or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Subject to the termination of this Limited Guarantee as provided herein, the Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Parent or any Other the Guarantor, ; (iib) any change in the time, place or manner of payment of any of the Obligations Guaranteed Obligations, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations Guaranteed Obligations; (in each casec) the addition, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, any entity or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person other Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ivd) any change in the corporate legal existence, structure or ownership of Parent, Merger Sub Parent or any other person Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub instituted by or against Parent or any other person Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or Obligations; (viif) the adequacy or potential adequacy of any other alternative means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; (g) the existence of any claim, set off or other right that the Guarantor may have against Parent, the Company or any other Person primarily or secondarily liable for the Guaranteed Obligations, whether in connection with any Guaranteed Obligation or otherwise; or (h) any other act or omission that might in any manner otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as otherwise expressly provided herein). To the fullest extent permitted by applicable Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by the Guaranteed Party (except to the extent specifically provided in the Merger Agreement). The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices to Parent pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium or other similar Law now or hereafter in effect or any right to require the marshaling of assets of Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Purchaser, Merger Sub or with any other person interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Purchaser, Merger Sub or any such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against ParentPurchaser, Merger Sub or any Other Guarantor, other person interested in the transactions contemplated by the Merger Agreement; (iib) any change in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed by Purchaser, Merger Sub and the Guaranteed Party in connection with the Obligations Obligations; (in each casec) the addition, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge substitution or release of Parent and/or Merger Sub with respect to any person interested in the Obligations under transactions contemplated by the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, ; (ivd) any change in the corporate existence, structure or ownership of ParentPurchaser, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting ParentPurchaser, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactionstransactions contemplated by the Merger Agreement; (f) any lack of validity or enforceability of the Merger Agreement or any agreement or instrument relating thereto, other than by reason of fraud or willful misconduct by the Guaranteed Party; (vig) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Purchaser, Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, ; or (viih) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Obligations and all other notices of any kind (except for notices to be provided to Purchaser and Weil, Gotshal & Mxxxxx LLP in accordance with Section 8.7 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Purchaser, Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its Subsidiaries, defenses to the payment of the ObligationsObligations that are available to Purchaser or Merger Sub under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its controlled 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 Purchaser Affiliate (as hereinafter defined) except for claims against the Guarantor under this Limited Guarantee, and the Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Purchaser, Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of the Guarantor’s Obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Purchaser, Merger Sub or such other person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Purchaser. Merger Sub or such other person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Purchaser is relieved from its obligations under Section 7.2(c) of the Merger Agreement, the Guarantor shall be similarly relieved of its Obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees Guarantors agree that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the any Guarantor, extend the time of payment of any of the ObligationsObligation, and may also make enter into any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof Merger Agreement or of any agreement between the Guaranteed Party and Party, Parent or and/or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuaranty, in each case, subject to the limitations contained herein. The Guarantor agrees Guarantors agree that its the obligations of the Guarantors hereunder are absolute, unconditional and irrevocable, subject to the limitations contained in this Limited Guaranty, and shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Sub, the Guarantors or any Other Guarantor, other Person with respect to the Obligation; (ii) any change in the time, place or manner of payment of the Obligations Obligation or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each casethereof, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal extent Parent or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as has a result of defenses defense to the payment of the Obligations that would be available to Parent and/or Merger Sub Obligation under the Merger Agreement) of any person now such rescission, waiver, compromise, consolidation or hereafter liable with respect to any of the Obligations other amendment or otherwise interested in the Transactions, modification; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (viii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Parent or Merger Sub or any other person Person interested in the transactions contemplated by the Merger Agreement or any of their respective assets or any other Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligation; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or (viiiv) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the Obligations.Obligation; (v) any change in the corporate existence, structure or ownership of Parent, Merger Sub, any Guarantor, or any other Person interested in the transactions contemplated by the Merger Agreement; or (vi) the addition, substitution or release of any Person now or hereafter liable with respect to the Obligation or otherwise interested in the transactions contemplated by the Merger Agreement. To the fullest extent permitted by applicable Law, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor hereby expressly waives promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Obligation incurred and all other notices of any kind (except for notices to be provided pursuant to this Limited Guaranty or to Parent or Merger Sub and their counsel in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally, other than defenses that are available to any Guarantor, Parent or Merger Sub, as applicable, (x) under the Merger Agreement, (y) in respect of a breach by the Guaranteed Party of this Limited Guaranty and (z) in respect of fraud or willful breach by the Guaranteed Party or any of its Affiliates or Subsidiaries in connection with the Merger Agreement, this Limited Guaranty or the transactions contemplated hereby or thereby. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits. Notwithstanding anything to the contrary contained in this Limited Guaranty, the Guaranteed Party hereby agrees that to the extent that Parent and Merger Sub are relieved of any portion of the Obligation under the Merger Agreement by satisfaction or waiver thereof on the terms and subject to the conditions set forth in the Merger Agreement, the Guarantors shall be similarly relieved of such Obligation to such extent under this Limited Guaranty. Notwithstanding anything to the contrary contained herein, any payment made by or on behalf of Parent or Merger Sub to the Guaranteed Party with respect to an Obligation shall reduce the total Obligation of the Guarantors under this Limited Guaranty accordingly on a pro rata basis, based on the percentages set forth on Schedule A.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Payment Obligations, and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuaranty or affecting the validity or enforceability of this Limited Guaranty. The Guarantor agrees that its the obligations of Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or any delay on the part of the Guaranteed Party to assert in asserting any claim or demand demand, or to enforce any right or remedy remedy, against Parent, Merger Sub or any Other Guarantor, ; (iib) any change in the time, place or manner of payment of any of the Obligations Payment Obligations, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement (other than amendments to the Payment Obligations) or Equity Financing Commitment made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Payment Obligations; (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, any entity or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person other Person now or hereafter liable with respect to any of the Payment Obligations or otherwise interested in the Transactions, transactions contemplated by the Agreement; (ivd) any change in the corporate legal existence, structure or ownership of Parent, Merger Sub Parent or any other person Person now or hereafter liable with respect to any of the Payment Obligations or otherwise interested in the Transactions, transactions contemplated by the Agreement; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub Parent or any other person Person now or hereafter liable with respect to any of the Payment Obligations or otherwise interested in the Transactions, transactions contemplated by the Agreement; (vif) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Payment Obligations or otherwise, or ; (viig) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Payment Obligations; or (h) the value, genuineness, validity, regularity, illegality or enforceability of the Agreement or the Equity Financing Commitment, in each case in accordance with its terms; provided that this sentence is subject to the last sentence of this Section 3. To the fullest extent permitted by Applicable Law, Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Applicable Law which would otherwise require any election of remedies by the Guaranteed Party. Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Payment Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Payment Obligations incurred and all other notices of any kind (in each case, other than notices required to be made to Parent pursuant to the Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar Applicable Law now or hereafter in effect or any right to require the marshaling of assets of Parent or any other Person now or hereafter liable with respect to the Payment Obligations or otherwise interested in the transactions contemplated by the Agreement. Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits. Guarantor hereby covenants and agrees that it shall not assert as a defense in any proceeding to enforce this Limited Guaranty, and shall cause its Affiliates not to assert as a defense in any such proceeding, that this Limited Guaranty is illegal, invalid or unenforceable in accordance with its terms. Guarantor hereby agrees not to assert any rights that it may now have or hereafter acquire against Parent that arise from the existence, payment, performance, or enforcement of Guarantor’s obligations under or in respect of this Limited Guaranty or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all Payment Obligations payable by Guarantor under this Limited Guaranty shall have been paid in full in immediately available funds. If any amount shall be paid to Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full of all Payment Obligations payable under this Limited Guaranty, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable by Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that (i) to the extent Parent is relieved of any of its obligations for breach of the Agreement Guarantor shall be similarly relieved of its corresponding Payment Obligations under this Limited Guaranty solely in respect of such relieved obligation and (ii) Guarantor shall have all defenses to the payment of the Payment Obligations that would be available to Parent under the Agreement, as well as any defenses in respect of any fraud of the Guaranteed Party.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Subject to Section 2, the Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub RH for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuarantee (other than pursuant to clause (b) of the definition of (“CAP”). The Subject to Section 2, the Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub RH or any Other Guarantor, other Person (iiother than to demand payment of the Obligations by RH); (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Obligations; (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or any Person interested in the transactions contemplated by the Merger Sub with respect Agreement or this Limited Guarantee (to the Obligations under extent permitted by the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, ); (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub RH or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement or this Limited Guarantee; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub RH or any other person now or hereafter Person liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligations; (vif) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub RH or the Guaranteed PartyParty or any other Person, whether in connection with the Obligations or otherwise, ; or (viig) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations. To the fullest extent permitted by law the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor hereby waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, notice of non- performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (other than notices to the RH pursuant to the Merger Agreement and other than demand for payment from RH), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of RH or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its subsidiaries or affiliates, defenses to the payment of the Obligations that are available to the RH under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guarantor hereby unconditionally waives any rights that it may now have or hereafter acquire against the RH that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from RH, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Limited Guarantee thereafter arising. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and 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 the Guarantor or any Non-Recourse Party (as defined in Section 10 herein), except for claims following the termination of the Merger Agreement against the Guarantor under this Limited Guarantee (subject to the limitations described herein, including, without limitation, the CAP). The Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Affiliates it controls not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, pursuant to the terms of the Merger Agreement, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Parent or the Guarantor or any Other Guarantor, Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the Transaction; (iib) any change in the time, place or manner of payment of any of the Obligations Guaranteed Obligations, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof (so long as any such rescission, waiver, compromise, consolidation or any agreement evidencing, securing other amendment or otherwise executed in connection with modification does not change the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full amount of the Guaranteed Percentage Obligations or have the effect of increasing the Obligations Guarantor’s Cap) or the Equity Commitment Letter; (c) any change in accordance with their termsthe legal existence, a discharge structure or release ownership of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person other Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, Transaction; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vd) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub Parent or any other person Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, Transaction; (vie) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwise, or ; (viif) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; or (g) any lack of enforceability of the Merger Agreement or the Equity Commitment Letter, in each case, other than by reason of actual fraud by the Guaranteed Party. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices to be provided to Parent pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect or any right to require the marshalling of assets of Parent or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the Transaction. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Transaction and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guarantor hereby unconditionally and irrevocably waives any rights that it may now have or hereafter acquire against Parent that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement or instrument delivered in connection with the transactions contemplated by any of the foregoing, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, whether or not such claim, remedy or right arises in equity or under contract, statute or Law, including, without limitation, the right to take or receive from Parent, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guaranteed Obligations payable under this Limited Guarantee (subject to the Cap) shall have been indefeasibly paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Guaranteed Obligations (subject to the Cap), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations (subject to the Cap) in accordance with the terms of the Merger Agreement and this Limited Guarantee. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent that any of the Guaranteed Obligations (a) are not payable by Parent in accordance with the terms of the Merger Agreement (other than by reason of bankruptcy or insolvency), the Guarantor shall be similarly relieved of its obligations to make payments under this Limited Guarantee solely in respect of such obligations for which Parent is or was relieved under the Merger Agreement or (b) are payable by Parent in accordance with the terms of the Merger Agreement, the Guarantor shall be relieved of its obligations to make payments under this Limited Guarantee solely to the extent such obligations have been discharged by Parent. The Guarantor hereby covenants and agrees that it (x) shall not, and shall cause its Affiliates (other than the Guaranteed Party or the Partnership GP) not to, assert, directly or indirectly, in any proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, (y) shall maintain in full force and effect all consents of any Governmental Authority or other authority that are required to be obtained by it with respect to this Limited Guarantee and will obtain any such consents that may become necessary with respect thereto in the future, and (z) will comply in all respects with all applicable Laws to which it may be subject if failure to so comply would impair its ability to perform its obligations under this Limited Guarantee. Notwithstanding anything to the contrary contained in this Limited Guarantee or otherwise, the Guaranteed Party hereby agrees that the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee (which in any event shall be subject to the Cap), including any claim, set-off, deduction or release, that would be available to Parent under the Merger Agreement with respect to the Guaranteed Obligations (other than any defenses affirmatively waived herein or defenses arising from bankruptcy or insolvency of Parent), as well as any defenses in respect of any actual fraud of the Guaranteed Party or any of its Affiliates (other than the Guarantor, TLP Holdings, Parent and Merger Sub) arising in connection with a breach by the Guaranteed Party of this Limited Guarantee. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law shall be cumulative and not exclusive of any other right, remedy or power, and may be exercised by the Guaranteed Party hereunder or thereunder at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent, any other Person now or hereafter liable for any Guaranteed Obligations or interested in the Transaction prior to proceeding against the Guarantor. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Guaranteed Party expressly hereby acknowledges that the only manner in which the Guaranteed Party or any of its Affiliates (other than TLP Holdings, Parent and Merger Sub) can obtain any form of money damages or other remedy against the Guarantor or any of its Affiliates in connection with this Limited Guarantee, the Merger Agreement, or the Equity Commitment Letter or in any agreement or instrument delivered in connection with transactions contemplated by any of the foregoing (collectively, the “Transaction Agreements”) is pursuant to the Retained Claims (as defined in Section 8(a)).

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub Zac for the amendment, modification, extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting any of the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party Company to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, Zac; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligations; (ivc) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Zac; (vd) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Zac; (vie) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub Zac or the Guaranteed PartyCompany, whether in connection with the Obligations or otherwise, ; or (viif) the adequacy of any other means the Guaranteed Party Company may have of obtaining payment related to the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Company. The Guarantor hereby waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (other than notice to Zac pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Zac, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its subsidiaries or affiliates, defenses to the payment of the Obligations that are available to Zac under the Merger Agreement or breach by the Company of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guarantor hereby expressly and unconditionally waives any rights that it may now have or hereafter acquire against Zac that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Zac, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Zac, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the amounts payable under this Limited Guarantee shall have been paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of all amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company hereby agrees that to the extent Zac is relieved of any of Zac’s obligations with respect to the Obligations, the Guarantor shall be similarly relieved of its obligations under this Limited Guarantee; provided, that Guarantor shall not be relieved of its obligations under this Limited Guarantee as a result of any insolvency, bankruptcy, reorganization, or similar proceeding affecting Zac or as a result of any Company action taken directly or indirectly by Guarantor.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and also may also make any agreement with Parent and/or Merger Sub one or both of the Buyer Parties or any Other Guarantor for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party Company, on the one hand, and Parent one or Merger Sub both of the Buyer Parties or any Other Guarantor, on the other hand, without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (ia) the failure or delay on the part of the Guaranteed Party Company to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub one or both of the Buyer Parties or any Other Guarantor, ; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof Agreement, any Other Guarantee, or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each caseprovided that any such change, except in rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to the event prior written consent of the Buyer Parties to the extent expressly required by the Merger Agreement or to the prior written consent of any amendment of the applicable Other Guarantors, to the circumstances under which the Obligations are payable), (iii) extent expressly required by any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Other Guarantees); (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or any Person interested in the transactions contemplated by the Merger Sub with respect Agreement (provided, that any such addition, substitution or release shall be subject to the Obligations prior written consent of the Buyer Parties to the extent expressly required under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, ); (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub one or both of the Buyer Parties or any other person now or hereafter Person liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligations; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parentone or both of the Buyer Parties, Merger Sub or any other person now or hereafter Person liable with respect to any of the Obligations Obligations; (f) subject to the last sentence of Section 2(a) hereof, any lack of validity or otherwise interested in enforceability of the TransactionsObligations, the Merger Agreement or any agreement or instrument relating thereto; (vig) the existence of any claim, set-off or other right rights which the Guarantor may have at any time against Parent one or Merger Sub both of the Buyer Parties, any Other Guarantor or the Guaranteed PartyCompany, whether in connection with the Obligations or otherwise, ; or (viih) the adequacy of any other means the Guaranteed Party Company may have of obtaining payment repayment of any of the Obligations. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to the Buyer Parties and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP in accordance with Section 9.2 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium or other similar Law now or hereafter in effect, any right to require the marshalling of assets of one or both of the Buyer Parties, or any other Person liable with respect to any of the Obligations, and all suretyship defenses generally (other than breach by the Company of this Limited Guarantee). The Guarantor hereby unconditionally and irrevocably agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general application relating to or affecting creditors’ rights, and general equitable principles (whether considered in a proceeding in equity or at law). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits and after the advice of counsel.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the ObligationsObligations (provided that the foregoing shall be subject to the consent of Buyer and Acquisition Sub to the extent such extension involves an amendment of the Merger Agreement), and may also make any agreement with Parent and/or Merger Sub Buyer or Acquisition Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Buyer and/or Acquisition Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its obligations the Obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure (or delay on the part delay) of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Buyer or Acquisition Sub or any other person interested in the transactions contemplated by the Merger Agreement (including any other guarantor pursuant to a Limited Guarantee dated as of the date hereof to be entered into between the Guaranteed Party and such other guarantor (collectively, the “Other Guarantors”); (b) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Buyer or Acquisition Sub or any other person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor); (c) the existence of any claim, set-off or other right which the Guarantor may have at any time against Buyer or Acquisition Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise; (iid) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations; (e) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Obligations; (f) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to any entity or other person interested in the Obligations under transactions contemplated by the Merger Agreement, ; or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (ivg) any change in the corporate existence, structure or ownership of ParentBuyer or Acquisition Sub. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Obligations incurred and all other notices of any kind (except for notices to be provided to Buyer or Acquisition Sub and its counsel Weil, Gotshal & Xxxxxx LLP in accordance with Section 9.2 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Buyer or Acquisition Sub or any other person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor), and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its subsidiaries or affiliates, defenses to the payment of the Obligations under the Merger Agreement that are available to Buyer or Acquisition Sub or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guarantor hereby unconditionally and irrevocably covenants and agrees not to exercise any rights that it may now have or hereafter liable with respect to acquire against Buyer, Acquisition Sub or any of the Obligations Other Guarantors, in each case that arise from the existence, payment, performance, or otherwise interested enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the TransactionsGuaranteed Party against Buyer and/or Acquisition Sub, (v) any insolvencywhether or not such claim, bankruptcyremedy or right arises in equity or under contract, reorganization statute or common law, including, without limitation, the right to take or receive from Buyer and/or Acquisition Sub, directly or indirectly, in cash or other similar proceeding affecting Parent, Merger Sub property or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, by set-off or in any other right which manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations shall have been paid in full in cash. If any amount shall be paid to the Guarantor may have in violation of the immediately preceding sentence at any time against Parent or Merger Sub or prior to the payment in full in cash of the Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, whether in connection with shall be segregated from other property and funds of the Obligations Guarantor and shall forthwith be paid or otherwise, or (vii) the adequacy of any other means delivered to the Guaranteed Party may have of obtaining payment in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations, in accordance with the terms of the ObligationsMerger Agreement, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Limited Guarantee thereafter arising. The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its subsidiaries and 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 Buyer Affiliate, except for claims against the Guarantor under this Limited Guarantee and against Other Guarantors under their written limited guarantees. The Guarantor hereby covenants and agrees that it shall not institute, and shall cause its subsidiaries and affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Buyer and Acquisition Sub are relieved of all or any portion of their Obligations under the Merger Agreement, the Guarantor shall be similarly relieved of its Obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee1.1. The Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party Seller to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Buyer (or any Other Guarantor, of its permitted assignees) or any other Person; (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of the Merger any Guaranteed Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), Obligations; (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, Buyer (or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations its permitted assignees) or otherwise interested in the Transactions, any other Person; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub Buyer (or any of its permitted assignees) or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Person; (v) any insolvency, bankruptcy, reorganization Insolvency Event or other similar proceeding affecting Parent, Merger Sub Buyer (or any of its successors or permitted assigns) or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Person; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent Buyer or Merger Sub Seller or the Guaranteed Partyany of their respective Affiliates, whether in connection with the Obligations or otherwise, or ; (vii) the adequacy of any other means the Guaranteed Party Seller may have of obtaining repayment of any of the Obligations; or (viii) the value, genuineness, validity, regularity, illegality or enforceability of any Guaranteed Agreement. To the fullest extent permitted by Law, Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by Seller. Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of die incurrence of any Obligations and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Buyer or any other Person interested in the transactions contemplated by the Guaranteed Agreements, and all suretyship defenses generally. Notwithstanding anything to the contrary, (A) Guarantor shall be entitled to the benefit of and may assert any right, remedy, set-off, claim, counter-claim, limitation and defense against the payment of the ObligationsObligations that are available to Buyer under any applicable Guaranteed Agreement (other than any such rights, remedies, set-offs, claims, counter-claims, limitations and defenses arising out of, or due to, or as a result of, the insolvency or bankruptcy of Buyer (including the rejection of the applicable Guaranteed Agreement in an insolvency or bankruptcy of Buyer)); (B) Seller hereby agrees that to the extent Buyer is relieved of its obligations and liabilities under any Guaranteed Agreement (other than due to, in connection with, or as a result of, the insolvency or bankruptcy of Buyer (including the rejection of the applicable Guaranteed Agreement in an insolvency or bankruptcy of Buyer)), Guarantor shall be similarly relieved of the applicable Obligations under this Guarantee; and (C) Guarantor shall be entitled to the benefit of the defense of payment in full. Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Guaranteed Agreements and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Each respective Guarantor hereby agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the either Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or or Merger Sub Subsidiary for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the such Guarantor’s joint and several obligations under this Limited Guarantee. The Each respective Guarantor further agrees that its the obligations of such Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Parent or Merger Sub or any Other GuarantorSubsidiary, (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable)Obligations, (iiic) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to any entity or other Person interested in the Obligations under transactions contemplated by the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub Subsidiary or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactionstransactions contemplated by the Merger Agreement, (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub Subsidiary or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactionstransactions contemplated by the Merger Agreement, (vif) the existence of any claim, set-off or other right which the either Guarantor may have at any time against Parent or Parent, Merger Sub Subsidiary or the Guaranteed Party, whether in connection with the Obligations or otherwise, or (viig) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations. To the fullest extent permitted by Applicable Law, each respective Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Applicable Law which would otherwise require any election of remedies by the Guaranteed Party. Each respective Guarantor hereby expressly waives (i) promptness, (ii) diligence, (iii) notice of the acceptance of this Guarantee and of the Obligations, (iv) presentment, (v) demand for payment, (v) notice of non-performance, default, dishonor and protest, (vi) notice of any Obligations incurred and all other notices of any kind (other than notices expressly required to be provided to Parent or Merger Subsidiary pursuant to the Merger Agreement), (vii) all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar Applicable Law now or hereafter in effect, (viii) any right to require the marshalling of assets of Parent or Merger Subsidiary or any other Person interested in the transactions contemplated by the Merger Agreement, and (ix) all suretyship defenses generally (other than defenses to the payment of the Obligations that are available to Parent or Merger Subsidiary under the Merger Agreement). Each respective Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. Each respective Guarantor hereby covenants and agrees that it shall not institute, and shall cause its Affiliates and Representatives not to institute, any proceeding asserting that this Guarantee is illegal, invalid or unenforceable in accordance with its terms. Each respective Guarantor hereby unconditionally and irrevocably waives any rights that it may now have or hereafter acquire against Parent or Merger Subsidiary or any other Person interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of such Guarantor’s obligations under or in respect of this Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Subsidiary or any such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Subsidiary or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, and each respective Guarantor agrees that it shall not exercise (nor shall such Guarantor cause or permit its Affiliates or Representatives to exercise) any such rights unless and until all of the Obligations and all other amounts payable under this Guarantee shall have been indefeasibly paid in full in immediately available funds. If any amount shall be paid to a Guarantor in violation of the immediately preceding sentence at any time prior to the indefeasible payment in full in immediately available funds of the Obligations and all other amounts payable under this Guarantee, such amount shall be received and held in trust by such Guarantor for the benefit of the Guaranteed Party, shall be segregated from all other property and funds of such Guarantor, and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment), to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Each Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the such Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or or any other Person interested in the transactions contemplated by the Merger Sub Agreement for the extension, renewal, payment, compromise, discharge or release thereofof the Obligations, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub any such other Person without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeObligations. The Each Guarantor agrees that its obligations Obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Parent or Merger Sub Subs or any Other Guarantor, (ii) any change other Person interested in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of transactions contemplated by the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Other Guarantors); (ivb) any change in the corporate existence, structure or ownership of Parent, Parent or Merger Sub Subs or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement; (vc) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Parent or Merger Sub Subs or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactionstransactions contemplated by the Merger Agreement; (d) any amendment or modification of the Merger Agreement, or change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, the Obligations, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the terms of the Merger Agreement or the documents entered into in connection therewith; (vie) the existence of any claim, set-off or other right which the that such Guarantor may have at any time against Parent or Parent, Merger Sub Subs or the Guaranteed Party, whether in connection with the Obligations or otherwise, or ; (viif) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the Obligations; (g) the addition or substitution or release of any Person interested in the transactions contemplated by the Merger Agreement; or (h) any other act or omission that may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity. To the fullest extent permitted by Law, each Guarantor hereby irrevocably and expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor hereby irrevocably and expressly waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of the Obligations and all other notices of any kind (other than notices required under this Limited Guarantee and the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than defenses to the payment of any Parent Willful Breach Damages or any Reimbursement Obligations that are available under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guaranteed Party hereby covenants and agrees that it shall not, and shall cause its Affiliates not to, directly or indirectly, institute any Action or assert in writing any claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor/Parent Affiliates (as defined below), except for a Permitted Claim to the extent permitted under and in accordance with the Equity Commitment Letter between the Guarantors and Parent. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent, Merger Subs or any other Person interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of such Guarantor’s obligation under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Merger Subs or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, Merger Subs or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Obligations shall have been paid in full in cash. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations, and, in accordance with the terms of the Merger Agreement, Parent Willful Breach Damages or Reimbursement Obligations, as applicable, whether matured or unmatured, or to be held as collateral for the Obligations thereafter arising.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent obligations of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Guarantor, Parent, Merger Sub or any Other Guarantor, other Person; (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), Obligations; (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to any Person interested in the Obligations under transactions contemplated by the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, ; (iv) any change in the corporate existence, structure or ownership of the Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Person; (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Parent, Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or ; (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations; or (viii) the value, genuineness, validity, regularity, illegality or enforceability according to their terms of the Merger Agreement or the Equity Financing Commitment. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of nonperformance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally, other than defenses to the payment of the Obligations that are available to the Parent and Merger Sub (a) under the Merger Agreement (other than any such defenses arising out of, or due to, or as a result of, the insolvency or bankruptcy of the Parent or Merger Sub (including, without limitation, the rejection of the Merger Agreement in an insolvency or bankruptcy of the Parent or Merger Sub)) and (b) in respect of a breach by the Guaranteed Party of this Limited Guarantee. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the ObligationsObligation, and may also make any agreement with Parent and/or or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of Guarantor hereunder shall will not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Parent or Merger Sub or any Other GuarantorSub, (ii) any change in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (ivb) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the TransactionsGuarantor, (vc) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub Sub, (d) any amendment or modification of the Guaranteed Party, whether in connection with the Obligations or otherwiseMerger Agreement, or change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, any Obligation, or any amendment or waiver of or any consent to any departure from the terms of the Merger Agreement, (viie) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations, (f) the addition or substitution or release of any Person interested in the transactions contemplated by the Merger Agreement, (g) the existence of any claim, set-off or other right that Guarantor may have at any time against the Guaranteed Party, Parent, Merger Sub or their respective affiliates, whether in connection with any Obligation or otherwise, (h) any right by statute or otherwise to require the Guaranteed Party to institute suit against Parent, Merger Sub or any Guarantor/Parent Affiliate (as defined below) or to exhaust any rights and remedies which the Guaranteed Party has or may have against Parent, Merger Sub, or any of the Guarantor/Parent Affiliates or (i) any other act or omission that may vary the risk of Guarantor. To the fullest extent permitted by law, Guarantor hereby irrevocably and expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. Guarantor hereby irrevocably and expressly waives promptness, diligence, notice of the acceptance of this Guarantee and of any Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Obligation and all other notices of any kind, any right to require the marshalling of assets of Parent or Merger Sub, and all suretyship defenses generally (other than defenses to the payment of the ObligationsObligations under the Merger Agreement). Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. Guarantor agrees to pay on demand all reasonable out-of-pocket expenses (including reasonable fees of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder if (x) Guarantor asserts in any litigation or other proceeding that this Guarantee is illegal, invalid or unenforceable in accordance with its terms and (y) the Guaranteed Party prevails in such litigation or proceeding.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Each Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the such Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also make enter into any agreement with Parent and/or Merger Sub Purchaser for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub Purchaser without in any way impairing or affecting the such Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Each Guarantor further agrees that its the obligations of such Guarantor hereunder shall, to the fullest extent permitted by Law, be absolute, irrevocable, unaffected by, and unconditional, irrespective of (and shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by): (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against ParentPurchaser, Merger Sub such Guarantor or any Other Guarantorother Person interested in the transactions contemplated in the Arrangement Agreement (other than any other Guarantor as required by Section 1, but including any other Person primarily or secondarily liable with respect to any Guaranteed Obligation); (iib) any change in the time, place or manner of payment of any of the Obligations Guaranteed Obligations, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Arrangement Agreement made in accordance with the terms thereof or any other agreement evidencing, securing executed by Purchaser or otherwise executed the Guaranteed Party in connection with any of the Obligations Guaranteed Obligations; (in each case, except c) any change in the event corporate or legal existence, structure or ownership of Purchaser or any amendment other Person now or hereafter liable with respect to the circumstances under which Guaranteed Obligations or interested in the Obligations are payabletransactions contemplated by the Arrangement Agreement (including any other Guarantor); (d) the addition, (iii) substitution, any legal or equitable discharge or release of such Guarantor with respect to the Guaranteed Obligations (other than a discharge or release of such Guarantor with respect to its Guaranteed Obligations as a result of payment in full of the Guaranteed Percentage Obligations or termination of the Obligations this Limited Guarantee, in each case, in accordance with their terms, a discharge the terms hereunder) or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, transactions contemplated by the Arrangement Agreement (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or including any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Guarantor); (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub instituted by or against Purchaser or any other person Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the Transactions, transactions contemplated by the Arrangement Agreement (viincluding any other Guarantor) or affecting any of their respective assets; (f) the adequacy or potential adequacy of any alternative means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; (g) the existence of any claim, set-off or other right which the that such Guarantor may have at any time against Parent or Merger Sub or Purchaser, the Guaranteed PartyParty or any of their Affiliates, whether in connection with the Guaranteed Obligations or otherwise; (h) any change in applicable Law of any jurisdiction; (i) any sovereign immunity; (j) any other act or omission that may or might in any manner or to any extent vary the risk of such Guarantor or that might operate as a legal or equitable discharge of a guarantor or surety; or (k) the value, genuineness, regularity, illegality or enforceability of the Transaction Agreements. Each Guarantor hereby acknowledges and agrees that the guarantee provided in this Limited Guarantee is not a guarantee attached to specific duties of such Guarantor towards the Purchaser. To the fullest extent permitted by Law, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. To the fullest extent permitted by Law, each Guarantor further expressly waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices to Purchaser pursuant to the Arrangement Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium or other similar applicable Law now or hereafter in effect, any right to require the marshaling of assets of Purchaser or any Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Arrangement Agreement (including any other Guarantor), and all suretyship defenses generally. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Arrangement Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Each Guarantor hereby unconditionally and irrevocably waives any rights that it may now have or hereafter acquire against Purchaser that arise from the existence, payment, performance, or (vii) the adequacy enforcement of such Guarantor’s obligations under or in respect of this Limited Guarantee, including, without limitation, any other means right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party may against Purchaser whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Purchaser, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, and such Guarantor shall not exercise any such rights in each case unless and until the Guaranteed Obligations (which shall be subject to the Caps) shall have been indefeasibly paid in full. If any amount shall be paid to the Guarantors in violation of obtaining the immediately preceding sentence at any time prior to the payment in full of the Guaranteed Obligations (which shall be subject to the Caps), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of such Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to payment of the ObligationsGuaranteed Obligations until they are paid in full (subject to the Caps). Notwithstanding anything to the contrary contained in this Limited Guarantee or otherwise, the Guaranteed Party hereby agrees that the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee (which in any event shall be subject to the Caps) to the extent such defenses are available to Purchaser or any assignee under the terms of the Arrangement Agreement with respect to the Guaranteed Obligations (other than, in each case, defenses arising from insolvency, bankruptcy, reorganization, dissolution, receivership, moratorium or other similar proceeding affecting Purchaser, any defenses relating to the lack of corporate (or similar organizational) power or authority of Purchaser or any other defenses expressly waived by the Arrangement Agreement or this Limited Guarantee) (it being understood, however, that no such defenses described in this paragraph shall be available in respect of a Guarantor from and after such time as the Guaranteed Obligations shall have become payable pursuant to a final, non-appealable judgment or order of a court of competent jurisdiction or a written settlement agreement duly executed by Xxxxxxxxx and/or such Guarantor, on the one hand, and the Guaranteed Party on the other hand). Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against Purchaser or any Person now or hereafter liable for any Guaranteed Obligations or interested in the transactions contemplated by the Arrangement Agreement (other than any other Guarantor as required by Section 1) prior to proceeding against any Guarantor hereunder. The failure by the Guaranteed Party to pursue rights or remedies against Purchaser or any other Person, other than any other Guarantor as required by Section 1 shall not relieve any 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.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or or Merger Sub Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any other agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Parent or Merger Sub or any Other Guarantor, Sub; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligations; (ivc) any change in the corporate existence, structure or ownership of Parent, Parent or Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Sub; (vd) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Parent or Merger Sub Sub; or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vie) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Parent, Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, ; or (viig) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent, Merger Sub and O’Melveny & Mxxxx LLP in accordance with Section 11.01 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub, and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its Subsidiaries, defenses to the payment of the ObligationsObligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Each Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the such Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Parent, Merger Sub or such other person thereof without in any way impairing or affecting the such Guarantor’s obligations under this Limited Guarantee. The Each Guarantor agrees that its the obligations of such Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other Guarantor, ; (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), Obligations; (iii) any legal or equitable discharge the addition, substitution or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (including any Other Guarantor); (vi) the existence of any claim, set-off or other right which the such Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or ; (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations; (viii) any other act or omission that may in any manner or to any extent vary the risk of or to such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity (other than a discharge of such Guarantor with respect to the Obligations as a result of payment in full of the ObligationsObligations in accordance with their terms); or (ix) the value, genuineness, validity, regularity, illegality or enforceability of the Merger Agreement.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Parent, Merger Sub Subsidiary or with any other Person interested in the transactions contemplated by the Merger Agreement (including the Guarantor), for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent Parent, Merger Subsidiary or Merger Sub any such other Person without in any way impairing or affecting the Guarantor’s any obligations under this Limited Guarantee. The Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Subsidiary or any Other Guarantor, other Person interested in the transactions contemplated by the Merger Agreement; (iib) any change in the time, place or manner of payment of the any Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed by Parent, Merger Subsidiary and the Guaranteed Party in connection with any Obligations; (c) the Obligations (in each caseaddition, except in the event of any amendment to the circumstances under which the Obligations are payable)substitution, (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, any entity or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person other Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub Subsidiary or any other person Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of including the Obligations or otherwise interested in the Transactions, Guarantor); (vie) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Parent, Merger Sub Subsidiary or the Guaranteed PartyParty or any of their respective Affiliates, whether in connection with the Obligations or otherwise, or otherwise except as provided herein; (viif) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations; or (g) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Subsidiary or any other Person interested in the transactions contemplated by the Merger Agreement (including the Guarantor). To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of its Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Obligations and all other notices of any kind (except for notices to be provided to Parent and Weil, Gotshal & Xxxxxx LLP in accordance with Section 11.01 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Subsidiary or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud by the Guaranteed Party or any of its affiliates, defenses to the payment of any Obligations that are available to Parent or Merger Subsidiary under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of the Limited Guarantee. The Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Parent and/or Merger Sub or any Other Guarantor, Sub; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Obligations; (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (vif) the existence of any claim, set-off or other right which that the Guarantor may have at any time against Parent or Parent, Merger Sub or the Guaranteed PartyParty or any of their Affiliates, whether in connection with the Obligations or otherwise, or ; (viig) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to any of the Obligations; (h) the lack of validity or enforceability of the Merger Agreement other than for fraud by the Guaranteed Party or any of its Affiliates; or (i) any breach of the Merger Agreement by Parent and/or Merger Sub. To the fullest extent permitted by Law the Guarantor hereby expressly, absolutely, irrevocably and unconditionally waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (other than notices expressly required to be provided to Parent and/or Merger Sub pursuant to the Merger Agreement), all defenses that may be available by virtue of any valuation, stay, moratorium, Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud, defenses to the payment of the Obligations that are available to Parent under the Merger Agreement or breach by the Guaranteed Party or its controlled Affiliates of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that this Limited Guarantee, including specifically the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its controlled Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter, or the transactions contemplated thereby, against the Guarantor or any Non-Recourse Party (as defined in Section 9 herein), except for (i) claims against the Guarantor under this Limited Guarantee (subject to the limitations described herein), (ii) claims against the Guarantor and/or Parent pursuant to the Equity Commitment Letter (subject to the limitations therein), and (iii) claims against Blackstone Management Partners L.L.C. and its Affiliates under the Confidentiality Agreement (the claims referred to in clauses (i), (ii) and (iii) hereof being referred to herein as the “Permitted Claims”). The Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its controlled Affiliates not to institute, in any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. The Guarantor hereby expressly, absolutely, irrevocably and unconditionally waives and agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent and/or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or Law, including, without limitation, the right to take or receive from Parent, Merger Sub or any other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all amounts payable under this Limited Guarantee shall have been previously paid in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash immediately available funds of all amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable under this Limited Guarantee, whether matured or unmatured, or to be held as collateral for all amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee or otherwise, the Guaranteed Party hereby agrees that the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by such Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that (i) Parent or Merger Sub could assert against the Guaranteed Party under the terms of the Merger Agreement; (ii) Parent or Merger Sub or the Guarantor could assert based on fraud by the Guaranteed Party or any of its Affiliates or (iii) the Guarantor could assert based on breach by the Guaranteed Party or its controlled Affiliates of this Limited Guarantee. The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all negotiations between Parent, Merger Sub or the Guarantor, on the one hand, and the Guaranteed Party, on the other, of the terms of the Merger Agreement, and the transactions contemplated by the Merger Agreement, shall, in each case, likewise be conclusively presumed to have been had or consummated, as the case may be, in reliance upon this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and also may also make any agreement with one or both of the Parent and/or Merger Sub Parties for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party Company, on the one hand, and one or both of the Parent or Merger Sub Parties, on the other hand, without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (ia) the failure or delay on the part of the Guaranteed Party Company to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub one or both of the Parent Parties or any Other Guarantor, ; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each caseprovided that any such change, except in the event of any rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full prior written consent of the Guaranteed Percentage of Parent Parties to the Obligations in accordance with their termsextent expressly required by the Merger Agreement); (c) the addition, a discharge substitution or release of Parent and/or any Person interested in the transactions contemplated by the Merger Sub with respect Agreement (provided, that any such addition, substitution or release shall be subject to the Obligations prior written consent of the Parent Parties to the extent expressly required under the Merger Agreement); (d) any change in the corporate or limited liability company existence, structure or as a result ownership of defenses to the payment one or both of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of Parties or any person now or hereafter other Person liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligations; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parentone or both of the Parent Parties, Merger Sub or any other person now or hereafter Person liable with respect to any of the Obligations Obligations; (f) subject to the last sentence of Section 2(a) hereof, any lack of validity or otherwise interested in enforceability of the Transactions, Merger Agreement or any agreement or instrument relating thereto; (vig) the existence of any claim, set-off or other right rights which the Guarantor may have at any time against one or both of the Parent or Merger Sub Parties or the Guaranteed PartyCompany, whether in connection with the Obligations or otherwise, ; or (viih) the adequacy of any other means the Guaranteed Party Company may have of obtaining payment of any of the Obligations.. To the fullest extent permitted by Legal Requirement, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Legal Requirement which would otherwise require any election of remedies by the [LIMITED GUARANTEE]

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party Purchaser may at any time and from time to time and at any time, without notice to or further consent of the GuarantorGuarantors, extend the time of payment payment, performance or discharge of any Obligations of the ObligationsSeller, and may also make any agreement with Parent and/or Merger Sub Seller for the extension, renewal, payment, compromise, discharge extension, discharge, renewal or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party Purchaser and Parent or Merger Sub Seller without in any way impairing or affecting such Obligations, except to the Guarantor’s obligations under this Limited Guaranteeextent of such payment, compromise, extension, discharge, renewal or release. The Guarantor agrees that its obligations hereunder Obligations of Seller shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the existence of any claim, set-off or other right which each Guarantor may have at any time against Seller, whether in connection with such Obligations or otherwise; (b) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Seller or its Affiliates; (c) the failure or delay on the part of the Guaranteed Party Purchaser to assert any claim or demand or to enforce any right or remedy against ParentSeller; (d) any change in the existence, Merger Sub structure or ownership of Seller; (e) the adequacy of any Other Guarantorother means Purchaser may have of obtaining payment, performance or discharge of any of Seller’s Obligations; or (iif) any change in the time, place or manner of payment of the Obligations payment, performance or any rescission, waiver, compromise, consolidation or other amendment or modification discharge of any of Seller’s Obligations. To the terms fullest extent permitted by Law, each Guarantor hereby expressly waives any and all rights or provisions defenses arising by reason of any Law which would otherwise require any election of remedies by Purchaser. Each Guarantor waives promptness, diligence, notice of the Merger Agreement made in accordance with the terms thereof or any agreement evidencingacceptance of this Guaranty and of Seller’s Obligations, securing or otherwise executed in connection with the presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of Seller’s Obligations (in each case, except in the event incurred and all other notices of any amendment kind, any right to require the circumstances under marshaling of assets of Seller, all defenses which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would may be available to Parent and/or Merger Sub under the Merger Agreement) by virtue of any person valuation, stay, moratorium Law or other similar Law now or hereafter liable with respect in effect and all suretyship defenses, generally. For greater certainty, Guarantor shall be entitled to any of claim that Seller does not have the Obligations or otherwise interested in the Transactions, (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right upon which the Guaranty is being called upon. Each Guarantor may have at any time against Parent or Merger Sub or acknowledges that it shall receive substantial direct and indirect benefits from the Guaranteed Party, whether transactions contemplated by this Agreement and that the waivers set forth in connection with the Obligations or otherwise, or (vii) the adequacy this Article X are knowingly made in contemplation of any other means the Guaranteed Party may have of obtaining payment of the Obligationssuch benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make enter into any agreement with Parent and/or or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof Merger Agreement or the Equity Commitment Letter or of any agreement between the Guaranteed Party and Parent or Merger Sub or any Person interested in the transactions contemplated by the Merger Agreement without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder are absolute, unconditional and irrevocable, subject to the limitations contained in this Limited Guarantee, and shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Sub, the Guarantor or any Other Guarantor, other Person with respect to the Obligation; (ii) any change in the time, place or manner of payment of the Obligations Obligation or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement Agreement, the Equity Commitment Letter or any Rollover Agreements made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), thereof; (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Parent or Merger Sub or any other person Person interested in the transactions contemplated by the Merger Agreement or any of their respective assets or any other Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligation; (viiv) the existence of any claim, set-off adequacy or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or (vii) the potential adequacy of any other means the Guaranteed Party may have of obtaining payment of the ObligationsObligation; (v) any change in the corporate or legal existence, structure or direct or indirect ownership of Parent, Merger Sub or the Guarantor or any other Person interested in the transactions contemplated by the Merger Agreement; (vi) the addition, substitution or release of any Person now or hereafter liable with respect to the Obligation or otherwise interested in the transactions contemplated by the Merger Agreement; or (vii) the value, genuineness, validity, regularity, illegality or enforceability of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with the Obligation. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor hereby expressly waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligation, presentment, demand for payment, notice of non-performance and default, including notice of the Obligation incurred and all notices of any kind (except for notices to be provided pursuant to this Limited Guarantee or to Parent or Merger Sub and their counsel in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the transactions contemplated by this Limited Guarantee or the Merger Agreement and all suretyship defenses generally, other than defenses to the payment of the Obligations that are available to Parent, Merger Sub or the Guarantor under the Merger Agreement. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent that Parent and Merger Sub are relieved of any portion of the Obligation under the Merger Agreement by the actual satisfaction or waiver thereof on the terms and subject to the conditions set forth in the Merger Agreement, the Guarantor shall be following such actual satisfaction or waiver similarly relieved of such Obligation to such extent under this Limited Guarantee. Notwithstanding anything to the contrary contained herein, any payment actually made by or on behalf of Parent or Merger Sub to the Guaranteed Party with respect to the Obligation shall reduce the total Obligation of the Guarantor under this Limited Guarantee dollar for dollar.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make enter into any agreement with the Parent and/or or with any other person (including any Other Guarantor) interested in the transactions contemplated by the Merger Sub Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof of the Merger Agreement or of any agreement between the Guaranteed Party and Parent or Merger Sub any such other person without in any way impairing or affecting the Guarantor’s 's obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Parent or any other person interested in the transactions contemplated by the Merger Sub or Agreement (including any Other Guarantor, ); (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Obligations; (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, any entity or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (ivincluding any Other Guarantor); (d) any change in the corporate existence, structure or ownership of Parent, Merger Sub Parent or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (vincluding any Other Guarantor); (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub Parent or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement (viincluding any Other Guarantor); (f) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, ; or (viig) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and its counsel in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Parent or any other person interested in the transactions contemplated by the Merger Agreement (including any Other Guarantor), and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its subsidiaries, defenses to the payment of the ObligationsObligations that are available to Parent under the Merger Agreement or breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guaranteed Party 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 Guarantor or any Other Guarantor or Parent Affiliate (as defined below) except for claims against Guarantor under this Limited Guarantee and against Other Guarantors under their written limited guarantees, and Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or any other person interested in the transactions contemplated by the Merger Agreement ((including any Other Guarantor) that arise from the existence, payment, performance, or enforcement of the Guarantor's Obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or such other person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or such other person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Parent is relieved of its obligations under Section 4.3(b) of the Merger Agreement, the Guarantor shall be similarly relieved of its Obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the such Guarantor, extend the time of payment of any of the ObligationsGuaranteed Obligation, and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuaranty or affecting the validity or enforceability of this Limited Guaranty. The Except to the extent provided in the last sentence of Section 3, the Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or any Other the Guarantor, ; (iib) any change in the time, place or manner of payment of the Obligations Guaranteed Obligation, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or Commitment Letters made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations Guaranteed Obligation; (in each casec) the addition, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, any entity or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person other Person now or hereafter liable with respect to any of the Obligations Guaranteed Obligation or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub or the Guarantor or any other person Person now or hereafter liable with respect to any of the Obligations Guaranteed Obligation or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ve) any insolvency, bankruptcy, reorganization, moratorium or other similar proceeding affecting Parent, Merger Sub, or the Guarantor or any other Person now or hereafter liable with respect to the Guaranteed Obligation or otherwise interested in the transactions contemplated by the Merger Agreement; or (f) the adequacy of any means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligation. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Guaranteed Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligation incurred and all other notices of any kind (other than notices to Parent pursuant to the Merger Agreement and notices pursuant to this Limited Guaranty), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect or any right to require the marshalling of assets of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligation or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses (other than defenses that are available to Parent and Merger Sub under the Merger Agreement (excluding defenses that are available to Parent and Merger Sub solely as a result of the occurrence of an insolvency, bankruptcy, reorganization or other similar proceeding affecting involving Parent or Merger Sub) or breach by the Guaranteed Party of this Limited Guaranty). The Guarantor hereby unconditionally waives any and all notice of the creation, renewal, extension or accrual of the Guaranteed Obligation and notice of or proof of reliance by the Guaranteed Party upon this Limited Guaranty. The Guaranteed Obligation shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guaranty, and all dealings between Parent, Merger Sub 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 Guaranty. When pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or Merger Sub or any other person for the Guaranteed Obligation or right of offset with respect thereto, and any failure by the Guaranteed Party to pursue such other rights and remedies or to collect any payments from Parent or Merger Sub or any such other Person or to rely upon or to exercise any such right of offset shall not relieve the Guarantor of any liability hereunder. The Guarantor hereby unconditionally waives any rights that it may now have or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including, without limitation, the right to take or receive from Parent, Merger Sub or the Guaranteed Party, whether directly or indirectly, in connection cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, and the Guarantor shall not exercise any such rights unless and until all amounts payable by the Guarantor under this Limited Guaranty (which shall be subject to the Cap) shall have been paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of all amounts payable by the Guarantor under this Limited Guaranty (which shall be subject to the Cap), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to all amounts payable by the Obligations Guarantor under this Limited Guaranty. Notwithstanding anything to the contrary contained in this Limited Guaranty or otherwise, or (vii) the adequacy of any other means the Guaranteed Party may hereby agrees that: (i) to the extent Parent is relieved of any of the Guaranteed Obligation under the Merger Agreement (except to the extent arising from any insolvency, bankruptcy, reorganization, moratorium or other similar proceeding), the Guarantor shall be similarly relieved of its corresponding payment obligations under this Limited Guaranty; and (ii) the Guarantor shall have of obtaining all defenses to the payment of its obligations under this Limited Guaranty (which in any event shall be subject to the ObligationsCap) that would be available to Parent under the Merger Agreement with respect to the Guaranteed Obligation, as well as any defenses in respect of any fraud or willful misconduct of the Guaranteed Party or any of its Affiliates, or breach by the Guaranteed Party of this Limited Guaranty. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits and that if any of such waivers are determined contrary to any applicable Law or public policy, such waivers shall be effective to the maximum extent permitted by applicable Law.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor Each Funding Party agrees that the Guaranteed Party Company may at any time and from time to time, without notice to or further consent of the Guarantorany Funding Party, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Parent, or with any other Person interested in the transactions contemplated by the Merger Sub Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party Company and Parent Parent, or Merger Sub any such other Person without in any way impairing or affecting the Guarantorany Funding Party’s obligations under this Limited GuaranteeAgreement. The Guarantor Each Funding Party agrees that that, except as set forth in this Agreement, its obligations hereunder shall to the fullest extent permitted by applicable Law, be absolute and unconditional irrespective of, and shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (ia) the failure or delay on the part of the Guaranteed Party Company to assert any claim or demand or to enforce any right or remedy against Parent, in each case, in accordance with the terms of the Merger Sub Agreement, or any Other Guarantor, other Person interested in the transactions contemplated by the Merger Agreement; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any escrow agreement or other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their termsso long as any such changes do not have the effect of increasing the Funding Percentage or the Cap of any Funding Party; (c) the addition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ivd) any change in the corporate existence, structure or direct or indirect ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement so long as any such changes do not have the effect of increasing the Funding Percentage or the Cap of any Funding Party; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub Parent or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement so long as any such proceeding does not have the effect of increasing the Funding Percentage or the Cap of any Funding Party; (vif) the existence of any claim, set-off or other right which the Guarantor any Funding Party may have at any time against Parent or Merger Sub the Company or the Guaranteed Partyany of their respective Affiliates, whether in connection with the Obligations or otherwiseotherwise (other than defenses to the payment of the Obligations that are available to Parent under the Merger Agreement, each of the foregoing defenses being retained by the Funding Parties); or (viig) the adequacy of any other means the Guaranteed Party Company may have of obtaining payment of any of the Obligations. To the fullest extent permitted by applicable Law, with respect to any Funding Party’s Funding Percentage of the Obligations, such Funding Party hereby irrevocably and expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Company. With respect to any Funding Party’s Funding Percentage of the Obligations, such Funding Party hereby irrevocably and expressly waives promptness, diligence, notice of the acceptance of this Agreement and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent, or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than defenses to the payment of the Obligations that are available to Parent under the Merger Agreement, each of the foregoing defenses being retained by the Funding Parties). Each Funding Party acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and this Agreement and that the waivers set forth in this Agreement are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also Obligations or make any agreement with Parent and/or or with any other person interested in the transactions contemplated by the Merger Sub Agreement for the extension, renewal, payment, compromise, discharge or release thereofrelease, in whole or in part, or for any modification of the terms thereof of the Obligations or of any agreement between the Guaranteed Party Company and Parent or Merger Sub any such other person without in any way impairing or adversely affecting the Guarantor’s rights or obligations under this Limited GuaranteeGuaranty. The Guarantor agrees that its Guarantor’s obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party Company to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Parent or any Other Guarantor, other person interested in the transactions contemplated by the Merger Agreement or any delay in doing so; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Obligations; (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, any entity or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any other person now or hereafter liable with respect to for any of the Obligations Obligation or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Purchaser, Acquisition Sub or any other person now or hereafter liable with respect to for any of the Obligations Obligation or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Purchaser, Acquisition Sub or any other person now or hereafter liable with respect to for any of the Obligations Obligation or otherwise interested in the Transactions, transactions contemplated by the Merger Agreement; (vif) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent Parent, Purchaser or Merger Acquisition Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or ; (viig) any change in the applicable Laws of any jurisdiction; (h) the adequacy of any other means the Guaranteed Party Company may have of in obtaining payment of any of the Obligations, (i) any breach of the Merger Agreement by Parent or Acquisition Sub; or (j) any breach of the Merger Agreement by the Company (except to the extent such breach would release Parent and Acquisition Sub from the Obligations in accordance with the express terms of the Merger Agreement). Guarantor waives promptness, diligence, notice of the acceptance of this Guaranty and of the Obligations, presentment, notice of non-performance, default, dishonor and protest, any right to require the marshaling of assets of Parent or any other person interested in the transactions contemplated by the Merger Agreement and all suretyship defenses generally other than any defense or counterclaim that Acquisition Sub or Parent could assert against the Company under the terms of the Merger Agreement (except for defenses arising from the bankruptcy or insolvency of Acquisition Sub or Parent). Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guaranty are knowingly made in contemplation of such benefits. The Company hereby covenants that it shall not institute, and shall cause its subsidiaries and Controlled Affiliates (as defined below) 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 Guarantor, Parent, Acquisition Sub or any Guarantor Affiliate (as defined below) except for claims (i) against the Guarantor and its successors and assigns under this Guaranty, (ii) under the Confidentiality Agreement, and (iii) under the Equity Commitment Letter, including its right to cause the commitments under the Equity Commitment Letter to be funded in accordance with the terms of Section 8.3(c) of the Merger Agreement (any claims under clauses (i) through (iii), collectively, the “Retained Claims”); provided, however, that nothing contained herein shall operate or be construed as a waiver or release by the Company of its right to assert any defenses or counterclaims against Guarantor or, as applicable, Acquisition Sub or Parent, in connection with any claims, defenses or counterclaims asserted by them against the Company. Guarantor hereby covenants that it shall not institute, and shall cause its affiliates not to institute, any proceeding asserting that this Guaranty is illegal, invalid or unenforceable, in whole or in part. The Company shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Company’s rights against, any person liable for any Obligations prior to proceeding against Guarantor hereunder. Nothing herein is intended to operate as a waiver with respect to fiduciary duties in respect of any claim not derived from the Merger Agreement.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and also may also make any agreement with one or both of the Parent and/or Merger Sub Parties for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party Company, on the one hand, and one or both of the Parent or Merger Sub Parties, on the other hand, without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by by: (ia) the failure or delay on the part of the Guaranteed Party Company to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub one or both of the Parent Parties or any Other Guarantor, ; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations (in each caseprovided that any such change, except in the event of any rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full prior written consent of the Guaranteed Percentage of Parent Parties to the Obligations in accordance with their termsextent expressly required by the Merger Agreement); (c) the addition, a discharge substitution or release of Parent and/or any Person interested in the transactions contemplated by the Merger Sub with respect Agreement (provided, that any such addition, substitution or release shall be subject to the Obligations prior written consent of the Parent Parties to the extent expressly required under the Merger Agreement); (d) any change in the corporate or limited liability company existence, structure or as a result ownership of defenses to the payment one or both of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of Parties or any person now or hereafter other Person liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligations; (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parentone or both of the Parent Parties, Merger Sub or any other person now or hereafter Person liable with respect to any of the Obligations Obligations; (f) subject to the last sentence of Section 2(a) hereof, any lack of validity or otherwise interested in enforceability of the Transactions, Merger Agreement or any agreement or instrument relating thereto; (vig) the existence of any claim, set-off or other right rights which the Guarantor may have at any time against one or both of the Parent or Merger Sub Parties or the Guaranteed PartyCompany, whether in connection with the Obligations or otherwise, ; or (viih) the adequacy of any other means the Guaranteed Party Company may have of obtaining payment of any of the Obligations. To the fullest extent permitted by Legal Requirement, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Legal Requirement which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to the Parent Parties and Dechert LLP in accordance with Section 8.9 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium or other similar Legal Requirement now or hereafter in effect, any right to require the marshalling of assets of one or both of the Parent Parties, or any other Person liable with respect to any of the Obligations, and all suretyship defenses generally (other than breach by the Company of this Limited Guarantee). The Guarantor hereby unconditionally and irrevocably agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights, and general equitable principles (whether considered in a proceeding in equity or at law). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits and after the advice of counsel.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Holdco, Parent and/or or Merger Sub Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent Holdco, Parent, Merger Sub, or Merger Sub such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Holdco, Parent, Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the corporate existence, structure or ownership of Holdco, Parent, Merger Sub, or any other person interested in the transactions contemplated by the Merger Agreement; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Holdco, Parent, Merger Sub or any Other Guarantorother person interested in the transactions contemplated by the Merger Agreement; (iv) except as expressly provided herein, the existence of any claim, set-off or other right that the Guarantor may have at any time against Holdco, Parent, Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise; (iiv) any change in the time, place or manner of payment of any of the Obligations Obligations, or any rescissionrecession, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), ; (iiivi) any addition, substitution, legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a full discharge or release of Parent and/or Merger Sub Holdco with respect to the Obligations under the Merger Agreement, or as a result of valid defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub Holdco under the Merger Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions, (iv) any change in transactions contemplated by the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or Agreement; (vii) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations; (viii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge or release of the Guarantor as a matter of law or equity (other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a full discharge or release of Holdco with respect to the Obligations under the Merger Agreement, or as a result of valid defenses to the payment of the ObligationsObligations that would be available to Holdco under the Merger Agreement); or (ix) the value, genuineness, validity, illegality or enforceability of the Merger Agreement.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (ai) The Agios Guarantor agrees that the Guaranteed Party Celgene and Agios may at any time and from time to time and at any time, without notice to or further consent of the Agios Guarantor, extend the time of payment of any of the Agios Obligations, and Celgene may also make any agreement with Parent and/or Merger Sub Agios or with any other Person interested in the transactions contemplated by this Agreement, for the extension, renewal, payment, compromise, discharge extension, discharge, renewal, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent Celgene, Agios or Merger Sub any such other Person without in any way impairing or affecting the Agios Guarantor’s obligations under this Limited GuaranteeSection 15.17. The Agios Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (iA) the failure existence of any claim, set-off or delay on other right which the part of Agios Guarantor may have at any time against Agios, whether in connection with the Guaranteed Party to assert Agios Obligations or otherwise; (B) any claim insolvency, bankruptcy, reorganization or demand or to enforce any right or remedy against Parent, Merger Sub other similar proceeding affecting Agios or any Other Guarantorother Person interested in the transactions contemplated by this Agreement; (C) any change in the corporate existence, structure or ownership of Agios or any other Person interested in the transactions contemplated by this Agreement; (iiD) the addition, substitution or release of any Person to or from this Section 15.17, this Agreement, or any related agreement or document (provided that any such addition, substitution or release shall, in the case of this Agreement or any such agreement or document, be subject to the prior written consent of Agios to the extent required thereunder); (E) any change in the time, place or manner of payment of the Agios Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger this Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Agios Obligations (in each caseprovided that any such change, except rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to the prior written consent of Agios to the extent required under this Agreement or such other agreement); or (F) the failure of Celgene to assert any claim or demand or to enforce any right or remedy against Agios or any other Person interested in the event transactions contemplated by this Agreement (but subject, however, to the fulfillment of the Agios Non-Satisfaction Condition). To the fullest extent permitted by Law, the Agios Guarantor hereby expressly waives any and all rights or defenses arising by reason of any amendment Law which would otherwise require any election of remedies by Celgene. Subject to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full fulfillment of the Guaranteed Percentage Agios Non-Satisfaction Condition, the Agios Guarantor waives (x) promptness, diligence, presentment, demand for payment, notice of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) non-performance and all other notices of any person kind, and all defenses by virtue of any valuation, stay, moratorium or similar law now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactionseffect, and (ivy) any change in the corporate existence, structure right to require Celgene to proceed against Agios or ownership of Parent, Merger Sub or pursue any other person now or hereafter liable with respect to any of the Obligations or otherwise interested remedy in the Transactions, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, (vi) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, or (vii) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the ObligationsCelgene’s power whatsoever.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party Parties may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or any of the Purchaser Parties or with any other Person interested in the transactions contemplated by the Merger Sub Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party Parties, on the one hand, and Parent or Merger Sub the other Purchaser Parties, on the other hand, or any such other Person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party Parties to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Parent or the other Purchaser Parties or any Other Guarantor, other Person interested in the transactions contemplated by the Merger Agreement; (iib) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Obligations; (c) the Obligations in accordance with their termsaddition, a discharge substitution or release of Parent and/or Merger Sub with respect to any Person interested in the Obligations under transactions contemplated by the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, ; (ivd) any change in the corporate existence, structure or ownership of Parent, Merger Sub Parent or the other Purchaser Parties or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub Parent or the other Purchaser Parties or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement; (vif) any lack of validity or enforceability of the Merger Agreement or any agreement or instrument relating thereto; (g) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or Merger Sub Parent, the other Purchaser Parties or the Guaranteed PartyParties, whether in connection with the Obligations or otherwise, or ; (viih) the adequacy of any other means the Guaranteed Party Parties may have of obtaining repayment of any of the Obligations (i) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without notice to the Guarantor; or (j) any other event of circumstance, whether similar or dissimilar to the foregoing (other than final payment in full of the Obligations). To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Parties. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or the other Purchaser Parties or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its Subsidiaries, defenses to the payment of the ObligationsObligations that are available to the Purchaser Parties under the Merger Agreement or breach by the Guaranteed Parties of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guaranteed Parties hereby covenant and agree that they shall not institute, and shall cause 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 the Guarantor or any of its former, current or future directors, officers, agents, Affiliates or employees, or against any of the former, current or future general or limited partners, members, managers or stockholders of the Guarantor or any Affiliate thereof or against any former, current or future directors, officers, agents, Affiliates, general or limited partners, members, managers or stockholders of any of the foregoing, except for claims (i) against the Guarantor under this Limited Guarantee, (ii) against Parent and the other Purchaser Parties under the Merger Agreement, (iii) against Capital Gathering, LLC under the CG Commitment Letter, (iv) against Xxxxxx Hotel Investors V-A, L.P. under the Xxxxxx Limited Guarantee or (v) against THI Inca V LLC under the THI Commitment Letter. The Guarantor hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceedings asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent, the other Purchaser Parties or any other Person interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Parties against Parent, the other Purchaser Parties or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, the other Purchaser Parties or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been irrevocably paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Parties, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Parties in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Limited Guarantee thereafter arising.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent Applicable Obligations of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party Company to assert any claim or demand or to enforce any right or remedy against Parent, Parent or Merger Sub or any Other Guarantor, Sub; (ii) the validity or enforceability of the Merger Agreement, but only to the extent resulting from any lack of corporate power or authority of Parent or Merger Sub; (iii) any change in the time, place or manner of payment of any of the Applicable Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of Applicable Obligations; (iv) the Obligations in accordance with their termsaddition, a substitution, discharge or release of Parent and/or Merger Sub with respect to any entity or other Person interested in the Obligations under transactions contemplated by the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, ; (ivv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement; (vvi) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any of the Obligations or otherwise Person interested in the Transactions, transactions contemplated by the Merger Agreement; (vivii) the existence of any claim, set-off or other right which that the Guarantor may have at any time against Parent or Parent, Merger Sub or the Guaranteed PartyCompany, whether in connection with the Applicable Obligations or otherwise, ; or (viiviii) the adequacy of any other means the Guaranteed Party Company may have of obtaining the payment of the Applicable Obligations. The Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Applicable Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (other than notices expressly required to be provided to the Guarantor hereunder or to Parent or Merger Sub pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally, other than defenses that are available to Parent and Merger Sub under the Merger Agreement or to the Guarantor in respect of a breach by the Company of this Guarantee. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party Parties may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the ObligationsObligation, and may also make any agreement with Parent and/or Merger Sub for Investor or with any other party to, or any Person liable for, the Obligations with respect to the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party Parties, on the one hand, and Parent Investor or Merger Sub any such other Person, on the other hand, without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuarantee (except that insofar as any such extension, renewal, payment, compromise, discharge, release or modification alters Investor’s Obligations Guarantor’s obligations hereunder shall be altered pro tanto). The Guarantor agrees that its the obligations of the Guarantor hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, or otherwise affected by (ia) the failure or delay on the part of the Guaranteed Party Parties to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub Investor or any Other Guarantor, other Person primarily or secondarily liable with respect to any of the Obligations; (iib) any change in the time, place or manner of payment of the Obligations any Obligation or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof Investment Agreement, or any other agreement evidencing, securing or otherwise executed in connection with the Obligations any Obligation (in each caseexcept that insofar as any such change, except rescission, waiver, compromise, consolidation or other amendment or modification alters Investor’s Obligations, Guarantor’s obligations hereunder shall be altered pro tanto); (c) any change in the event legal existence, structure or ownership of Investor or any amendment to the circumstances under which the Obligations are payable), (iii) any legal other Person primarily or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person now or hereafter secondarily liable with respect to any of the Obligations Obligations; (d) the addition, substitution or otherwise interested in the Transactions, (iv) release of any change in the corporate existence, structure Person primarily or ownership of Parent, Merger Sub or any other person now or hereafter secondarily liable with respect to any of the Obligations or otherwise interested in the Transactions, Obligation; (ve) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub Investor or any other person now Person primarily or hereafter secondarily liable with respect to any of the Obligations; (f) subject to the third to last sentence of this Section 3, any lack of validity or enforceability of the Obligations or otherwise interested in the Transactions, Investment Agreement or any agreement or instrument related thereto; (vig) the existence of any claim, set-off or other right rights which the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed PartyInvestor, whether in connection with the Obligations any Obligation or otherwise, or ; (viih) the adequacy of any other means the Guaranteed Party Parties may have of obtaining payment or repayment of any Obligation; (i) subject to the third to last sentence of this Section 3, any other act or omission to act or delay of any kind by the Guaranteed Parties or any other Person or any other circumstance, in each case, which might, but for this Section 3, constitute a legal or equitable discharge or release of the Guarantor’s obligations hereunder, or which might in any manner or to any extent vary the risk of the Guarantor, all of which may be done without notice to the Guarantor (without hereby waiving any requirement of notice that may exist under the Investment Agreement or any other Transaction Agreement); or (j) any other event or circumstance, whether similar or dissimilar to the foregoing, that would otherwise constitute a suretyship defense. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Guaranteed Parties. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of any Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Obligation and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium or other similar laws now or hereafter in effect, any right to require the marshalling of assets of Investor or any other Person primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses generally (without hereby waiving any requirement of notice pursuant to Section 9.2(c) of the Investment Agreement). Notwithstanding the foregoing or any other provision herein to the contrary, Guarantor shall have the right to assert as defenses to its obligations hereunder fraud or willful misconduct by the Guaranteed Parties, defenses to the payment of the Obligations that are available to Investor under the Investment Agreement or a breach by the Guaranteed Parties of this Limited Guarantee, and the Guarantor agrees that to the extent Investor is relieved of its obligations under the terms of the Investment Agreement the Guarantor shall be similarly relieved of its obligations hereunder. The Guarantor acknowledges that it will receive substantial direct and indirect benefits and other consideration from the transactions contemplated by the Investment Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits and after the advice of outside legal counsel. The Guaranteed Parties hereby covenant and agree that they shall not institute, and shall cause their Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Investment Agreement or the transactions contemplated thereby, against Guarantor or any Guarantor Affiliate except for claims against the Guarantor under this Limited Guarantee, except that a claim may be brought under the third to last sentence of Section 6.3 of the Investment Agreement for specific performance of the confidentiality obligation set forth therein.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent or Merger Sub without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Each Guarantor agrees that its obligations hereunder shall not be released or discharged (except in the case where this Limited Guarantee is terminated in accordance with Section 8)discharged, in whole or in part, and shall be absolute and unconditional to the fullest extent permitted by applicable Law, or otherwise affected by by: (ia) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub a Buyer Party or any Other Guarantor, ; (iib) any change in the time, place place, manner or manner terms of performance, satisfaction and/or payment of any of the Obligations Guaranteed Obligations, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement entered into in connection with the transactions contemplated by the Merger Agreement and made in accordance with the terms thereof thereof; (c) any change in the legal existence, structure or ownership of Parent or Merger Sub or any agreement evidencing, securing or otherwise executed in connection with the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) any legal or equitable discharge or release (other than a discharge or release as a result of payment in full of the Guaranteed Percentage of the Obligations in accordance with their terms, a discharge or release of Parent and/or Merger Sub with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent and/or Merger Sub under the Merger Agreement) of any person Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the Transactions, Guaranteed Obligations; (ivd) any change in the corporate existenceinsolvency, structure bankruptcy, reorganization, composition, adjustment, dissolution or ownership of Parentliquidation, Merger Sub or other similar proceeding instituted by or against a Buyer Party or any other person Person now or hereafter liable with respect to any of the Obligations or otherwise interested in the TransactionsGuaranteed Obligations, (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable action taken with respect to this Guarantee or the Guaranteed Obligations by any trustee or receiver, or by any court or judicial authority, in any such proceeding; (e) the adequacy or potential adequacy of any alternative means the Obligations Guaranteed Party may have of obtaining payment, satisfaction or performance related to the Guaranteed Obligations; (f) any other act, omission or defense that may vary the risk of any Guarantor or otherwise interested in the Transactions, operate as a discharge of any Guarantor as a matter of law or equity; (vig) the existence of any claim, set-off or other right to which the any Guarantor may have at any time against Parent or Merger Sub a Buyer Party or the Guaranteed Party, whether in connection with the Guaranteed Obligations or otherwise; (h) the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (i) any action by any Governmental Authority or court amending, varying, reducing or otherwise affecting any of the obligations of Parent or Merger Sub under the Merger Agreement or of any Guarantor under this Guarantee or (j) any absence of any notice to, or (vii) knowledge by, any Guarantor, of the adequacy existence or occurrence of any other means of the matters or events set forth in the foregoing clauses (a) through (j) of this sentence. Each Guarantor waives notice of the creation, renewal, extension, incurrence or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Guarantee or acceptance of this Guarantee (other than notices required to be delivered by the Guaranteed Party to Parent or Merger Sub pursuant to the Merger Agreement). Each Guarantor hereby waives promptness, diligence, notice of the acceptance of this Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, and all other notices of any kind hereunder that would otherwise, for purposes of any applicable Law, be a condition precedent to the obligations of each Guarantor under this Guarantee, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of the assets of a Buyer Party, and all suretyship defenses generally, other than defenses that are available to Parent and Merger Sub (a) under the Merger Agreement, (b) in respect of a breach by the Guaranteed Party of this Guarantee, and (c) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the transactions contemplated thereby. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. Notwithstanding anything to the contrary contained in this Guarantee or otherwise, the Guaranteed Party hereby agrees that the Guarantors shall have of obtaining all defenses to the payment of a Guaranteed Obligation under this Guarantee that are available to Parent and/or Merger Sub under the ObligationsMerger Agreement with respect to such Guaranteed Obligation (other than capacity or insolvency, bankruptcy, or reorganization of Parent and/or Merger Sub or other similar proceeding). Each Guarantor agrees that this Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment, performance or satisfaction (in whole or in part) of any of the Guaranteed Obligations is rescinded or must otherwise be restored by the Guaranteed Party, upon the insolvency, bankruptcy or reorganization of a Buyer Party or otherwise, all as though such payment had not been made.