Common use of Continuing Guarantee Clause in Contracts

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under the this Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 13, 14 or 14 the last sentence of Section 3(d) are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or the Cap, or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter Contribution and Support Agreement or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Contribution and Support Agreement, the Transactions, this Limited Guarantee or any other agreement or instrument delivered in connection with this Limited Guarantee or the Merger Agreement (including the Equity Commitment Letter, Letters and the Transactions or under this Limited GuaranteeContribution and Support Agreement).

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)) hereof, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, its successors and/or assigns, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or any portion thereof and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b9.03(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided provided, that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 1010 hereof. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bor otherwise to make payments pursuant to the Merger Agreement, (iii) the first anniversary of the Merger Agreement date hereof, and (iv) 90 60 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and and/or Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of or otherwise to make payments pursuant to the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th 60th day; provided , provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by basis for such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8claim. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the any other provisions of Sections 8, 9, 10, 13 or 14 this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, (ii) asserts that the Guarantor is liable in excess of or to a greater extent than the its Guaranteed Percentage of the Obligations any Obligation, or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter Letters or the Transactions or transactions contemplated by the Merger Agreement other than the Retained Claims (as defined below) and the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (ziii) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates affiliates with respect to the Merger Agreement, the Equity Commitment LetterLetters, the Transactions transactions contemplated by the Merger Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and permitted assigns until all of the Guaranteed Percentage of the Obligations (subject to the Cap) under this Limited Guarantee have been indefeasibly paid, observed, performed or satisfied in full, at which time this Limited Guarantee shall terminate in its entirety and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under in any circumstances in other than pursuant to which Parent and Merger Sub would not be obligated to pay make a payment of the Parent Merger Sub Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c) or 8.06(f) of the Merger Agreement, (iii) the payment in full of the Obligations, and (iv) 90 the date that is ninety (90) days after any termination of the Merger Agreement in accordance with its terms under in any circumstances in pursuant to which Parent and Merger Sub would be obligated to pay make a payment of the Parent Merger Sub Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement if or pay any other amounts under Sections 8.06(c) or 8.06(f) of the Guaranteed Party has not presented Merger Agreement, except as to a bona fide written claim for payment of any Obligation to the Guarantor presented in writing by such 90th day; provided that if the Guaranteed Party has presented such claim to Merger Sub or the Guarantor on or prior to the Guarantor by date that is ninety (90) days after such datetermination of the Merger Agreement (in which case, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of a final and non-appealable judicial or arbitral decision or as agreed in writing by the parties hereto or pursuant to Section 10. otherwise satisfied), provided, that such claim shall set forth in reasonable detail the basis for such claim and the Guarantor shall have no further obligations under this Limited Guarantee following not be required to pay any claim not submitted on or before the date that is ninety (90) days after such termination in accordance with this Section 8. (b) of the Merger Agreement. Notwithstanding anything herein to the foregoingcontrary, in the event that the Guaranteed Party or any of its Affiliates the Guaranteed Party Related Persons directly or indirectly asserts in any litigation Action at law or other proceeding relating to this Limited Guarantee (i) in equity or arbitration that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that Cap, the provisions of Sections Section 1 hereof limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8, 9, 10, 13 or 14 Section 9 and Section 18 hereof are illegal, invalid or unenforceable in whole or in part, (ii) asserts that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations (subject to the Cap), or (iii) asserts any theory of liability against Merger Sub, the Guarantor or any Non-Recourse Parties (as defined below) with respect to or in connection with the Merger AgreementTransaction Agreements, the Equity Commitment Letter any other agreement or the Transactions instrument delivered pursuant to such Transaction Agreements, or the liability any of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1)transactions contemplated hereby or thereby, other than the a Retained Claims (as defined below)Claim, then (xA) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party payments, and (zC) neither the Guarantor Guarantor, nor Merger Sub, nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statue or otherwise) to the Guaranteed Party or any of its Affiliates Party, with respect to the Merger Agreement, Transaction Agreements or the Equity Commitment Letter, transactions contemplated by the Transactions or under this Limited GuaranteeTransaction Agreements.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under the this Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 13, 14 or 14 the last sentence of Section 3(d) are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or the Cap, or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under Transactions, this Limited GuaranteeGuarantee or any other agreement or instrument delivered in connection with this Limited Guarantee or the Merger Agreement (including the Equity Commitment Letters and the Contribution and Support Agreement).

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all amounts payable under this Limited Guarantee have been indefeasibly paid or satisfied in full. Notwithstanding the earliest to occur foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective TimeTime (as defined in the Merger Agreement), (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties or under circumstances in which neither the Parent and nor Merger Sub would not be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b7.6(c) of the Merger Agreement and Agreement, (ivc) 90 days after the first anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated terms, except as to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such 90th day; provided that if first anniversary, and (d) the Guaranteed Party has presented such claim undersigned’s terminating its obligations with respect to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement Merger as a result of the parties hereto modification or pursuant waiver, in a manner adverse to Section 10Parent or the Guarantor or the Other Guarantors, of the provisions of the Merger Agreement relating to the Termination Fee, the Acquiror Expenses or the Reverse Termination Fee (and the Company hereby agrees that the Guarantor may terminate such obligations as a result of any such modification or waiver). Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party Company or any of its Affiliates affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserting any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including of Section 1), other than the Retained Claims (as defined below), then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, and (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither payments; provided, however, that if the Guarantor nor asserts in any Non-Recourse Parties (as defined below) shall have any liability litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the Guaranteed Party effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or any of its Affiliates with respect other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the Merger Agreementextent the Company prevails in such litigation or proceeding, the Equity Commitment Letter, Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Transactions Company in connection with such litigation or under this Limited Guaranteeproceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under the this Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 13, 14 or 14 the last sentence of Section 3(d) are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or the Cap, or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter Letter, the Contribution and Support Agreement or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under Transactions, this Limited GuaranteeGuarantee or any other agreement or instrument delivered in connection with this Limited Guarantee or the Merger Agreement (including the Equity Commitment Letters and the Contribution and Support Agreement).

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Limited Guarantor, its successors and assigns until the earliest to occur Obligations are satisfied in full. The foregoing notwithstanding, this Limited Guarantee shall terminate and the Limited Guarantor shall have no further obligations under this Limited Guarantee as of the earlier of (i) all the Effective Time (but only if Parent’s obligation pursuant to Section 2.2(a) of the Obligations payable under the Limited Guarantee having Merger Agreement shall have been paid performed in full by the Guarantor, full) and (ii) the Effective Time, (iii) first anniversary of the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party Company has not presented a bona fide written claim for payment of any Obligation of the Obligations to the Parent and Merger Sub or any Limited Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10first anniversary. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party Company or any of its subsidiaries or Controlled Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Limited Guarantor’s maximum aggregate liability to the amount of the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserting any theory of liability against the Limited Guarantor, the Limited Guarantor Representatives, Parent or any Non-Recourse Parties (as defined below) the Parent Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the Agreement other than liability of the Limited Guarantor under this Limited Guarantee (as limited by the provisions hereof, including of Section 1), other than or if the Retained Claims (as defined below)Company fails to instruct any affiliate that is not a Controlled Affiliate not to make any such assertion prior to such affiliate that is not a Controlled Affiliate actually making such assertion, then (xi) the obligations of the Limited Guarantor under this Limited Guarantee Letter Agreement shall terminate ab initio and shall thereupon be null and void, (yii) if the Limited Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party payments, and (ziii) neither the Limited Guarantor nor any Non-Recourse Parties (as defined below) of its affiliates shall have any liability to the Guaranteed Party or any of its Affiliates Company with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, the Transactions Agreement or under this Limited Guarantee; provided, however, that if the Limited Guarantor asserts in any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, then, to the extent the Company prevails in such litigation or proceeding, the Limited Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under the this Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 13, 14 or 14 the last sentence of Section 3(d) are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or the Cap, or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter Letter, the Contribution and Support Agreement or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under Contribution and Support Agreement, the Transactions, this Limited GuaranteeGuarantee or any other agreement or instrument delivered in connection with this Limited Guarantee or the Merger Agreement (including the Equity Commitment Letters and the Contribution and Support Agreement).

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) 90 ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has not presented initiated a bona fide written claim or proceeding in accordance with the terms of the Merger Agreement for payment of any Obligation to of the Guarantor by Obligations on or before such 90th day; provided that if the Guaranteed Party has presented initiated a claim or proceeding on or before such claim to the Guarantor by such date90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 9 or 14 14(b) are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Obligations, or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or Transactions, other than (A) the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than ) or (B) the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party Party, its Affiliates or any of its Affiliates other person in any way under or in connection with respect to this Limited Guarantee, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee or the Merger Agreement (including the Equity Commitment LetterLetters), or the Transactions transactions contemplated hereby or under this Limited Guaranteethereby.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations have been satisfied in full. Notwithstanding the foregoing, this Limited Guarantee will terminate, and be of no further force or effect, immediately following the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the GuarantorClosing, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties thereto or under circumstances in which Parent and Merger Sub would do not be obligated to pay have any unpaid Obligations, (iii) 30 days following the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and or Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented have any unpaid Obligations unless a bona fide written claim for such a payment of any Obligation to has been made in writing prior thereto and (iv) the Guarantor by such 90th day; provided date that if is twelve (12) months after the Guaranteed Party has presented such claim to date hereof. Notwithstanding the Guarantor by such dateforegoing, (1) the parties hereto acknowledge and agree that this Limited Guarantee shall not terminate upon the date such for so long as a claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination made in accordance with this Section 8. clause (biii) Notwithstanding the foregoingabove remains unresolved, and (2) in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 this Limited Guarantee limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 Maximum Amount are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) Party or, other than its rights to recover from the Guarantor with respect to the Obligations, any Guarantor, Parent and/or Merger Sub with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it the Guarantor shall be entitled to recover such payments from the Guaranteed Party payment(s) and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) Party shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger AgreementAgreement and the transactions contemplated thereby, the Equity Commitment Letter, the Transactions Financing or under this Limited Guarantee.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and permitted assigns until the earliest to occur of (i) all of the Guaranteed Percentage of the Obligations payable under (subject to the limitations described herein) has been satisfied in full. Notwithstanding the foregoing, this Limited Guarantee having been paid in full by shall terminate and the Guarantor, Guarantor shall have no further obligation under this Limited Guarantee as of the earliest of (iia) the Effective Time, (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any other than a termination of the Merger Agreement for which the Obligation is, in accordance with its terms under circumstances in which Parent Sections 9.2(c) and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b(f) of the Merger Agreement if Agreement, due and owing by Parent or where there is otherwise any outstanding Obligation at the time of such termination (such termination, a “Qualifying Termination”)); (c) the payment in full of the Obligations, and (d) the 120th day after a Qualifying Termination unless prior to the 120th day after such Qualifying Termination, the Guaranteed Party has not presented shall have commenced a bona fide written claim for payment of legal proceeding against Parent or Merger Sub alleging any Obligation to is due and owing or against the Guarantor alleging amounts payable by such 90th day; provided that if the Guarantor to the Guaranteed Party has presented such claim to the Guarantor by such dateunder this Limited Guarantee, in which case this Limited Guarantee shall terminate upon the date either (i) a final, non-appealable resolution of such claim is finally satisfied and payment of the Obligations, if applicable or otherwise resolved (ii) a written agreement signed by agreement each of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under terminating this Limited Guarantee following termination Guarantee. If any payment or payments made by Parent or Merger Sub or any part thereof in accordance with this Section 8. (b) Notwithstanding respect of the foregoingObligation, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made. In the event that the Guaranteed Party or any of its controlled Affiliates asserts in institutes any litigation suit, action or other proceeding relating to or makes any claim (A) asserting that any of the provisions of this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability under clause (i) of this Section 1(a) to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) part or that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage Cap with respect to the Guarantor’s liability under clause (i) of the Obligations this Section 1(a), or (iiiB) asserts any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), Party other than the Retained Claims (as defined below)Claims, then (x1) the obligations Obligation of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y2) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (z3) neither the Guarantor Guarantor, Parent, Merger Sub nor any Non-Recourse Parties (as defined below) Party shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreementtransactions contemplated by the Transaction Agreements, the Equity Commitment Letter, transactions contemplated by the Transactions Transaction Agreements or under this Limited Guaranteeotherwise.

Continuing Guarantee. (a) Subject to clause (i) in the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the this Limited Guarantee having been paid in full to the Guaranteed Party by the Guarantor (or by any other person, including Parent or Merger Sub, on behalf of the Guarantor), (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Section 8.06(c) or Section 6.07(c) of the Merger Agreement, and (iv) 90 ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if or pay any other amounts under Section 8.06(c) or Section 6.07(c) of the Merger Agreement unless the Guaranteed Party has not presented initiated a bona fide written claim or other legal proceeding in accordance with the terms of the Merger Agreement for payment of any Obligation to of the Guarantor by Obligations on or before such 90th ninetieth (90th) day; provided that if the Guaranteed Party has presented initiated a written claim or legal proceeding on or before such claim to the Guarantor by such dateninetieth (90th) day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Obligations, or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter Agreement or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort , statute or otherwise) to the Guaranteed Party Party, its Affiliates or any of its Affiliates other person in any way under or in connection with respect to this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Transactions any other agreement or under instrument delivered in connection with this Limited GuaranteeGuarantee or the Merger Agreement, or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject to clause (i) in the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the this Limited Guarantee having been paid in full to the Guaranteed Party by the Guarantor (or by any other person, including Parent or Merger Sub, on behalf of the Guarantor), (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Section 8.06(c) or Section 6.07(c) of the Merger Agreement, and (iv) 90 ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if or pay any other amounts under Section 8.06(c) or Section 6.07(c) of the Merger Agreement unless the Guaranteed Party has not presented initiated a bona fide written claim or other legal proceeding in accordance with the terms of the Merger Agreement for payment of any Obligation to of the Guarantor by Obligations on or before such 90th ninetieth (90th) day; provided that if the Guaranteed Party has presented initiated a written claim or legal proceeding on or before such claim to the Guarantor by such dateninetieth (90th) day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Obligations, or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort , statute or otherwise) to the Guaranteed Party Party, its Affiliates or any of its Affiliates other person in any way under or in connection with respect to the Merger Agreementthis Limited Guarantee, the Equity Commitment Letter, the Transactions Merger Agreement, any other agreement or under instrument delivered in connection with this Limited GuaranteeGuarantee or the Merger Agreement, or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, his, her or its successors and assigns until the Guaranteed Obligations (subject to the Cap) payable under this Limited Guarantee have been completely, irrevocably and indefeasibly paid in full, at which time this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing or anything else to the contrary herein, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the GuarantorClosing, (ii) subject to the Effective TimeCap, receipt in full in cash by the Guaranteed Party of the payment of the Guaranteed Obligations of Parent, and (iii) the termination of the Merger Agreement in accordance with its the terms thereof and, in the case of this clause (iii), any of (w) payment in full of the Parent Termination Fee pursuant to Section 9.5(c) of the Merger Agreement and all amounts payable by mutual consent of Parent and to the Guaranteed Party or pursuant to Section 9.5(d) of the Merger Agreement having been made, (x) as otherwise agreed to in writing by the parties hereto, (y) under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) pursuant to the provisions of the Merger Agreement Agreement, or (z) one hundred and (iv) 90 twenty days after any have elapsed following such termination of the Merger Agreement Agreement, unless, solely in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) case of the Merger Agreement if the Guaranteed Party has not presented this sub clause (z), a bona fide written claim for payment of any Obligation the Guaranteed Obligations is presented in writing by the Guaranteed Party to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim on or prior to the Guarantor by last day of such dateone hundred and twenty day period (in which case, this Limited Guarantee shall terminate upon on the date such claim is finally satisfied or otherwise (I) resolved by agreement a final, non-appealable order of a court of competent jurisdiction specifically identified in Section 10(b) below, (II) resolved as agreed in writing by the parties hereto or pursuant (III) otherwise satisfied, and, in each case, the Guaranteed Obligations finally determined or agreed to Section 10. be owed by the Guarantor have been satisfied in full) (provided, that such claim shall set forth in reasonable detail the basis for such claim, and the Guarantor shall have no further obligations under this Limited Guarantee following not be required to pay any claim not submitted to Guarantor on or before the one hundred and twentieth day after such termination in accordance with this Section 8of the Merger Agreement). (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates or any of their respective successors and assigns asserts in writing in any litigation or other proceeding relating to this Limited Guarantee Proceeding before a Governmental Entity (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that Cap, the provisions of Sections 8Section 1 hereof limiting the Guaranteed Party’s enforcement hereof to the payment of money only, 9, 10, 13 or 14 the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against the Guarantor or any Non-Recourse Parties (as defined below) Parent Related Party with respect to the Merger Agreementthis Limited Guarantee, Other Guarantees, the Equity Commitment Letter Letters, the Support Agreements, the Merger Agreement or the Transactions any other agreement or the liability instrument delivered pursuant to or in connection with any of the Guarantor under foregoing (collectively, “Transaction Agreements”) or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than, solely with respect to this Limited Guarantee clause (as limited by the provisions hereof, including Section 1ii), other than the Retained Claims (as defined belowany claim that is a Non-Prohibited Claim against such Person), then (xA) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover and retain such payments from the Guaranteed Party payments, and (zC) neither the Guarantor nor any Non-Recourse Parties (as defined below) Parent Related Party shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates other Person in any way under or in connection with respect to the Merger any Transaction Agreement, any other agreement or instrument delivered pursuant to such Transaction Agreement, or the Equity Commitment Letter, the Transactions transactions contemplated hereby or under this Limited Guaranteethereby.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations (subject to the Cap) payable under the this Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s 's maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 13, 14 or 14 the last sentence of Section 3(d) are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or the Cap, or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under Transactions, this Limited GuaranteeGuarantee or any other agreement or instrument delivered in connection with this Limited Guarantee or the Merger Agreement (including the Equity Commitment Letters).

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all amounts payable under this Guarantee have been indefeasibly paid or satisfied in full. Notwithstanding the earliest to occur foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earlier of (i) all of the Obligations payable under Effective Time (as defined in the Limited Guarantee having been paid in full by the Guarantor, Merger Agreement) and (ii) the Effective Time, (iii) the termination first anniversary of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated terms, except as to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10first anniversary. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party Company or any of its Affiliates affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate 's liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserting any theory of liability against the Guarantor or any Non-Recourse Parties Affiliate (as defined belowhereinafter defined) or, other than liability of other than its right to recover from Guarantor for up to the amount of the Obligations (subject to the Cap and the other limitations described herein), Guarantor, Parent or Merger Sub, with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party payments, and (ziii) neither the Guarantor nor any Non-Recourse Parties (as defined below) Affiliate shall have any liability to the Guaranteed Party or any of its Affiliates Company with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, the Transactions Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Guarantee is illegal, invalid or unenforceable in accordance with its terms, then, to the extent the Company prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d3(c), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect effect, and shall continue to be binding on the Guarantor, Guarantor and its successors and or assigns until the earliest to occur of (i) all of the Guaranteed Obligations payable under the Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing, or anything express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guarantee as of the earliest of: (iia) the Effective Time, if the Closing occurs; (iiib) in the case of a termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties thereto or under in circumstances in which Parent and Merger Sub would not be obligated to pay where the Parent Termination Fee under Section 8.06(b) of pursuant to the Merger Agreement is not payable, upon such termination; and (ivc) 90 days after any in the case of a termination of the Merger Agreement in accordance with its terms under circumstances in for which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of pursuant to the Merger Agreement if is payable, the date falling 120 days after such termination (unless, in the case of clause (c) above, the Guaranteed Party has not presented previously made a bona fide written claim for payment of any Obligation under this Limited Guarantee prior to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, in which case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim is and satisfaction by the Guarantor of any obligations finally satisfied determined or otherwise resolved agreed to be owed by agreement of the parties hereto Guarantor, consistent with the terms hereof). Notwithstanding the foregoing, or pursuant to Section 10. Guarantor shall have no further obligations under anything express or implied in this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoingor otherwise, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee that (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (and limiting the Guaranteed Party’s enforcement hereof to the extent applicablepayment of money only or (ii) or that the provisions of Sections 8, 9, 10, 13 this Section 7 or 14 Section 8 hereof are illegal, invalid or unenforceable in whole or in part, (ii) asserts that the Guarantor is liable in respect of the Guarantees Obligations in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Cap, or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties Party (as defined belowin Section 8 hereof) with respect to the Equity Commitment Letter, the Merger Agreement, the Equity Commitment Letter Support Agreements or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1)transactions contemplated thereby, other than the Retained Claims (as defined below)in Section 8 hereof) asserted by the Guaranteed Party against the Guarantor and the Non-Recourse Parties against which such Retained Claims may be asserted pursuant to Section 8, then then: (x) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under or in connection with this Limited Guarantee, it shall be entitled to recover and retain such payments from the Guaranteed Party payments, and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates other Person in any way under or in connection with respect to this Limited Guarantee, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee or the Merger Agreement (including, without limitation, the Equity Commitment Letter), or the Transactions transactions contemplated hereby or under this Limited Guaranteethereby.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d3(c), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect effect, and shall continue to be binding on the Guarantor, Guarantor and its successors and or assigns until the earliest to occur of (i) all of the Guaranteed Obligations payable under the Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing, or anything express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guarantee as of the earliest of: (iia) the Effective Time, if the Closing occurs; (iiib) in the case of a termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties thereto or under in circumstances in which Parent and Merger Sub would not be obligated to pay where the Parent Termination Fee under Section 8.06(b) of or other payments pursuant to the Merger Agreement are not payable, upon such termination; and (ivc) 90 days after any in the case of a termination of the Merger Agreement in accordance with its terms under circumstances in for which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of or other payments pursuant to the Merger Agreement if are payable, the date falling 90 days after such termination (unless, in the case of clause (c) above, the Guaranteed Party has not presented previously made a bona fide written claim for payment of any Obligation under this Limited Guaranty prior to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, in which case this Limited Guarantee Guaranty shall terminate upon the date final, non-appealable resolution of such claim is action and satisfaction by the Guarantor of any obligations finally satisfied determined or otherwise resolved agreed to be owed by agreement of the parties hereto Guarantor, consistent with the terms hereof). Notwithstanding the foregoing, or pursuant to Section 10. Guarantor shall have no further obligations under anything express or implied in this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoingor otherwise, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee that (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (and limiting the Guaranteed Party’s enforcement hereof to the extent applicablepayment of money only or (ii) or that the provisions of Sections 8, 9, 10, 13 this Section 7 or 14 Section 8 hereof are illegal, invalid or unenforceable in whole or in part, (ii) asserts that the Guarantor is liable in respect of the Guarantees Obligations in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Cap, or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties Party (as defined belowin Section 8 hereof) with respect to the Merger AgreementEquity Commitment Letters, the Equity Commitment Letter Merger Agreement or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1)transactions contemplated thereby, other than the Retained Claims (as defined below)in Section 8 hereof) asserted by the Guaranteed Party against the Guarantor and the Non-Recourse Parties against which such Retained Claims may be asserted pursuant to Section 8, then then: (x) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under or in connection with this Limited Guarantee, it shall be entitled to recover and retain such payments from the Guaranteed Party payments, and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates other Person in any way under or in connection with respect to this Limited Guarantee, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee or the Merger Agreement (including, without limitation, the Equity Commitment LetterLetters), or the Transactions transactions contemplated hereby or under this Limited Guaranteethereby.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Guaranteed Obligations have been indefeasibly paid in full. Notwithstanding the foregoing, or anything express or implied in this Guarantee or otherwise, this Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Guarantee as of the earliest to occur of of: (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) if the termination of Closing is consummated and all amounts to be paid by Parent at the Closing pursuant to the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bare so paid; (ii) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the where no Parent Termination Fee under Section 8.06(bor any other amount is payable, (iii) the three (3) month anniversary after the termination of the Merger Agreement if in accordance with its terms and (iv) the fifteen (15) month anniversary of the date of this Guarantee (unless, in the case of clauses (iii) and (iv) above, the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to shall have commenced litigation against the Guarantor by under and pursuant to this Guarantee prior to such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such datetermination, in which case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim is action and satisfaction by the Guarantor of any obligations finally satisfied determined or otherwise resolved agreed to be owed by agreement of the parties hereto or pursuant to Section 10Guarantor, consistent with the terms hereof). Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, or anything express or implied in this Guarantee or otherwise, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) asserts that the Guarantor is liable in respect of Guaranteed Obligations in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Cap, or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties Party (as defined belowin Section 9 hereof) with respect to this Guarantee, the equity commitment letter by and between Guarantor and Parent, dated as of the date hereof (the “Equity Commitment Letter”), the Merger Agreement, any other agreement or instrument delivered in connection with this Guarantee, the Equity Commitment Letter Letter, the Merger Agreement or the Transactions transactions contemplated hereby or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereofthereby, including Section 1)in each case, other than the Retained Claims (as defined below)in Section 9 hereof) asserted by the Guaranteed Party against the Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 9, then then: (xi) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, ; (yii) if the Guarantor has previously made any payments under or in connection with this Limited Guarantee, it shall be entitled to recover and retain such payments from the Guaranteed Party payments; and (ziii) neither the Guarantor nor any other Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates other Person in any way under or in connection with respect to the Merger Agreementthis Guarantee, the Equity Commitment Letter, the Transactions Merger Agreement, any other agreement or under instrument delivered in connection with this Limited Guarantee, the Merger Agreement or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns permitted assignees until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances set forth in the Merger Agreement in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bor otherwise to make payments pursuant to the Merger Agreement, (iii) the second anniversary of the Merger Agreement date hereof; provided, that this Limited Guarantee shall not so terminate as to any claim for which notice has been given to the Guarantor prior to such termination until final resolution of such claim, and (iv) 90 180 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make payments under Section 8.06(b) 8.5 of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th 180th day; provided provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by basis for such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10claim. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the any other provisions of Sections 8, 9, 10, 13 or 14 this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, (ii) asserts that the Guarantor is liable in excess of or to a greater extent than the its Guaranteed Percentage of the Obligations any Obligation, or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter Letters or the Transactions or transactions contemplated by the Merger Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (ziii) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates affiliates with respect to the Merger Agreement, the Equity Commitment LetterLetters, the Transactions transactions contemplated by the Merger Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and 4.1 This Deed shall remain be: 4.1.1 a continuing guarantee remaining in full force and effect and shall be binding until irrevocable payment in full has been received by the Agent (on the Guarantor, its successors and assigns until the earliest to occur of (i) all behalf of the Obligations payable under Beneficiaries) of each and every part and the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination ultimate balance of the Merger Agreement Outstanding Indebtedness in accordance with its terms by mutual consent of Parent the Facility Agreement and the Guaranteed Party or under circumstances in each other Security Document to which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) any of the Merger Agreement Obligors is a party; and 4.1.2 in addition to and (iv) 90 days after not in substitution for or in derogation of any termination other security held by the Agent and/or the Beneficiaries from time to time in respect of the Merger Agreement in accordance with its terms under circumstances in which Parent Outstanding Indebtedness or any part thereof; and 4.1.3 a guarantee of payment and Merger Sub would be obligated not of collection. 4.2 Any satisfaction of obligations by the Guarantor to pay the Parent Termination Fee under Section 8.06(b) of Agent or any discharge given by the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation Agent to the Guarantor by such 90th day; provided that if or any other agreement reached between the Guaranteed Party has presented such claim to Agent and the Guarantor by such datein relation to this Deed shall be, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement and be deemed always to have been, void ab initio if any act satisfying any of the parties hereto said obligations or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding on the foregoing, in the event that the Guaranteed Party faith of which any such discharge was given or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable such agreement was entered into is subsequently avoided in whole or in part, (ii) that part by or pursuant to any provision of any applicable law whatsoever. 4.3 This Deed shall remain the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage property of the Obligations Agent (on behalf of the Beneficiaries) and, notwithstanding that all moneys and liabilities due or (iii) incurred by any theory of liability against the Guarantor Obligors to the Agent and/or the Beneficiaries which are guaranteed hereunder shall have been paid or discharged, the Agent shall be entitled not to discharge this Deed or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited security held by the provisions hereof, including Section 1), other than Agent and/or the Retained Claims (as defined below), then (x) Beneficiaries for the obligations of the Guarantor hereunder for such period as may in the reasonable opinion of the Agent be necessary or appropriate under any applicable insolvency law after the last of such moneys and liabilities have been paid or discharged and in the event of bankruptcy, winding-up or any similar proceedings being commenced in respect of any of the Obligors, the Agent shall be at liberty not to discharge this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if Deed or any security held by the Agent and/or the Beneficiaries for the obligations of the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover hereunder for and during such payments from further period as the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of Agent may determine in its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under this Limited Guaranteesole discretion.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest Guaranteed Obligations have been indefeasibly paid in full, and shall inure to occur of (i) all the benefit of, and be enforceable by, the Guaranteed Party and its permitted successors, transferees and assigns. Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guarantee as of the Obligations payable earliest of: (a) the consummation of the Closing, if the Closing occurs and the amounts required to in order to fund the Merger Consideration and the other required payments under the Limited Guarantee having Transaction Agreement have been paid funded; (b) the payment in full by of the Guarantor, Guarantor Percentage of the Guaranteed Obligations; (iic) the Effective Time, (iii) the termination of the Merger Transaction Agreement in accordance with its terms by mutual consent of the parties thereto or in circumstances where the Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would is not be obligated to pay the Parent Termination Fee under Section 8.06(b) or any of the Merger Agreement Guaranteed Obligations; and (ivd) 90 days the six (6) month anniversary after any termination the Termination Date (unless, in the case of the Merger Agreement in accordance with its terms under circumstances in which Parent clauses (c) and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b(d) of the Merger Agreement if above, the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to shall have commenced litigation against the Guarantor by under and pursuant to this Limited Guarantee prior to such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such datetermination, in which case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim is finally satisfied or otherwise resolved action, either by agreement of the parties hereto judicial determination or pursuant to Section 10an agreement between the Guaranteed Party and the Guarantor and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor, consistent with the terms hereof). Guarantor shall have no further obligations under Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoingor otherwise, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 7 or 14 Section 8 hereof are illegal, invalid or unenforceable in whole or in part, (ii) asserts that the Guarantor is liable in respect of Guaranteed Obligations, in the aggregate, in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Cap, or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties Party (as defined belowin Section 8 hereof) with respect to the Merger Agreementthis Limited Guarantee, the Equity Commitment Letter Letter, the Other Investors Equity Commitment Letters, the Other Investors Limited Guarantees, the Transaction Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee, the Equity Commitment Letter, the Other Investors Equity Commitment Letters, the Other Investors Limited Guarantees, the Transaction Agreement or the Transactions transactions contemplated hereby or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereofthereby, including Section 1)in each case, other than the Retained Claims (as defined belowin Section 8 hereof), then then: (xi) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, ; (yii) if the Guarantor has previously made any payments under or in connection with this Limited Guarantee, it shall be entitled to recover and retain such payments from the Guaranteed Party payments; and (ziii) neither the Guarantor nor any other Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates other Person in any way under or in connection with respect to the Merger Agreementthis Limited Guarantee, the Equity Commitment Letter, the Transactions Transaction Agreement, any other agreement or under instrument delivered in connection with this Limited Guarantee, the Equity Commitment Letter, the Transaction Agreement or the transactions contemplated hereby or thereby, other than in respect of a Retained Claim described in clause (v) of the definition thereof.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)3 hereof, this Limited Guarantee may not be revoked or terminated shall terminate and the Guarantor shall remain in full force and effect and shall be binding on have no further Obligation under this Limited Guarantee as of the Guarantor, its successors and assigns until the earliest to occur earlier of (ia) all of the Obligations payable under the Limited Guarantee having been paid in full by the GuarantorAcceptance Date, (ii) the Effective Time, (iiib) the termination of the Merger Acquisition Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent where no Termination Fee is payable, (c) the Obligation payable under Section 8.06(bthis Limited Guarantee has been paid in full (subject to the Cap) and (d) the three (3) month anniversary of the Merger Agreement and (iv) 90 days after any date of termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Acquisition Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim hereunder to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates subsidiaries or affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of hereof (including, without limitation, Section 1 hereof) limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the any other provisions of Sections 8, 9, 10, 13 or 14 this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserting any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) Guarantor Affiliate or Purchaser with respect to the Merger Agreement, transactions contemplated by the Equity Commitment Letter Acquisition Agreement or the Transactions or the this Limited Guarantee other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereofhereunder, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) Guarantor Affiliates or Purchaser Affiliates shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, transactions contemplated by the Equity Commitment Letter, the Transactions Acquisition Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and This Commitment Agreement shall remain in full force and effect and shall be binding on the GuarantorACAS, its successors and assigns until all of the Obligations and all amounts payable under this Commitment Agreement have been paid, observed, performed or satisfied in full. Notwithstanding the foregoing, this Commitment Agreement shall terminate and ACAS shall have no further obligations under this Commitment Agreement as of the earliest to occur of (i) all the Closing and the payment of the Obligations payable under the Limited Guarantee having been paid aggregate Merger Consideration, (ii) receipt in full by the Guarantor, (iiCompany or its affiliates of the payment obligations of Parent pursuant to Section 6.3(b) of the Effective TimeMerger Agreement, (iii) termination of the Merger Agreement pursuant to Section 6.1 thereof under circumstances that do not give rise to any payment obligations of Parent pursuant to Section 6.3(b) of the Merger Agreement and (iv) the one year anniversary of any other termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated terms, except as to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation presented by the Company to the Guarantor by Parent, Merger Sub or ACAS on or prior to such 90th dayone year anniversary; provided provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by such date, this Limited Guarantee shall terminate upon the date basis for such claim is finally satisfied and ACAS shall not be required to pay any claim not submitted on or otherwise resolved by agreement before the one year anniversary of such termination of the parties hereto or pursuant to Section 10Merger Agreement. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party Company or any of its Affiliates affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the GuarantorACAS’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserting any theory of liability against the Guarantor ACAS or any Non-Recourse Parties (as defined below) ACAS or Parent Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the Agreement other than liability of the Guarantor ACAS under this Limited Guarantee Commitment Agreement (as limited by the provisions hereof, including of Section 1), other than the Retained Claims (as defined below), then (xA) the obligations of the Guarantor ACAS under this Limited Guarantee Commitment Agreement shall terminate ab initio and shall thereupon be null and void, (yB) if the Guarantor ACAS has previously made any payments under this Limited GuaranteeCommitment Agreement, it shall be entitled to recover such payments from the Guaranteed Party payments, and (zC) neither the Guarantor ACAS nor any Non-Recourse Parties (as defined below) ACAS or Parent Affiliate shall have any liability to the Guaranteed Party or any of its Affiliates Company with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, the Transactions or Agreement under this Limited GuaranteeCommitment Agreement or otherwise.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the earliest to occur of (i) all of the Obligations payable under the Limited this Guarantee having have been paid indefeasibly paid, observed, performed, satisfied in full by or otherwise terminated or released. Notwithstanding the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such dateforegoing, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. and Guarantor shall have no further obligations under this Limited Guarantee following as of the earliest to occur of: (i) the Closing Date, provided that all Obligations to be paid on the Closing Date have been paid, (ii) to the extent that Guaranteed Party obtains the right to terminate the Merger Agreement pursuant to Section 8.04(b) thereof and does not exercise such right 90-days after the first date on which Guaranteed Party becomes aware of such right, (iii) upon any termination of the Merger Agreement except insofar as liabilities may be finally determined against Parent or Merger Sub under Sections 8.05(i), 8.05(ii), 6.16(b) or 9.17(b) of the Merger Agreement, in accordance with this Section 8. which case Guarantor’s obligation to pay the Obligations as is equal to such finally determined liabilities (bnot to exceed the Cap) shall survive and (iv) upon any termination of the Subsidiary Transfer Agreement. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates or their respective successors and assigns asserts in any litigation or other legal proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions any other provision of Sections 8, 9, 10, 13 Section 9 or 14 Section 10 of this Guarantee are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserting any theory of liability against the Guarantor or any Non-Recourse Parties Related Person with respect to the transactions contemplated by the Merger Agreement other than (as defined belowa) with respect to the Merger Agreementactual fraud, the Equity Commitment Letter or the Transactions or the (b) liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1) or (c) any claim against Parent or Merger Sub under the Merger Agreement (or pursuant to any other written agreement in connection with the Merger Agreement solely to the extent Parent or Merger Sub or their Affiliates are a party thereto other than this Guarantee (which are addressed in clause (a) above)), other than and subject in each case to the Retained Claims (as defined below)terms thereof, then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, void and (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under this Limited GuaranteeParty.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur Obligations are satisfied in full. Notwithstanding the foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earlier of (i) all of the Obligations payable under Effective Time (as defined in the Limited Guarantee having been paid in full by the Guarantor, Merger Agreement) and (ii) the Effective Time, (iii) the termination first anniversary of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated terms, except as to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10first anniversary. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party Company or any of its Affiliates affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties Affiliate (as defined belowhereinafter defined) or, other than its right to recover from Guarantor for up to the amount of the Obligations (subject to the Cap and the other limitations described herein) and other than a suit against Parent or Merger Sub for declaratory relief in connection with obtaining payment hereunder from Guarantor, Parent or Merger Sub, with respect to the transactions contemplated by the Offer, the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (ziii) neither the Guarantor nor any Non-Recourse Parties (as defined below) of its Affiliates shall have any liability to the Guaranteed Party or any of its Affiliates Company with respect to the Merger Agreementtransactions contemplated by the Offer, the Equity Commitment Letter, the Transactions Merger Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Guarantee is illegal, invalid or unenforceable in accordance with its terms, then, to the extent the Company prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company in connection with such litigation or proceeding.

Continuing Guarantee. 5.1 This Guarantee shall:- (aA) Subject be a continuing security and shall be construed and take effect as security for all of the Secured Obligations until they shall have been satisfied and discharged in full and the Guarantor hereby waives any right of set-off or counter-claim which the Guarantor may otherwise have had against the Trustee or any one or more of the Beneficiaries; (B) be in addition to any other guarantee, indemnity or other security which the last sentence Trustee and/or the Beneficiaries may now or hereafter hold in respect of Section 3(d)all or any of the Secured Obligations whether from the Guarantor or otherwise, this Limited Guarantee may and shall be binding on the Guarantor notwithstanding that any other Security Party shall fail to give the security to be provided by it or shall be released from any such security or such security shall be varied; (C) not be revoked discharged by the granting to any Security Party of time or terminated and shall any other indulgence or by compounding with any Security Party or by any variation whatsoever of any of the Secured Obligations or by any actual or alleged invalidity, irregularity or unenforceability of or defect in any of the Secured Obligations or in any of the provisions of the Agreement or any one or more of the Security Documents or by the absence of any action to enforce any of the rights of the Trustee and/or the Beneficiaries thereunder or by any act or circumstance whatsoever whereby this Guarantee would or might otherwise but for the provisions of this Clause have been so discharged; (D) remain in full force and effect and shall be binding on notwithstanding any change in the Guarantorname, its constitution or otherwise of any Security Party or the Trustee or any of the Beneficiaries or their respective successors and assigns until or the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party absorption or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment amalgamation of any Obligation to the Guarantor thereof by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8any other corporate entity. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all amounts payable under this Guarantee have been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earliest to occur of (ia) all the Closing of the Obligations payable under the Limited Guarantee having been paid in full by the GuarantorTransactions, (ii) the Effective Time, (iiib) the termination of the Merger Purchase Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties or otherwise under circumstances in which Parent and Merger Sub Buyer would not be obligated thereafter have no liability to pay the Parent Termination Fee Company for any Obligation under Section 8.06(bthe Purchase Agreement, or (c) the first anniversary of the Merger Agreement and (iv) 90 days after any termination of the Merger Purchase Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated terms, except as to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation presented by the Company to the Guarantor by Buyer prior to such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10first anniversary. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party Company or any of its Affiliates affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of this Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) 8 or that the provisions of Sections 8, 9, 10, 13 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserting any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) Affiliate of the Guarantor with respect to the Merger Agreement, transactions contemplated by the Equity Commitment Letter or the Transactions or Purchase Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below)Guarantee, then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, and (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither payments; provided, however, that if the Guarantor nor asserts in any Non-Recourse Parties (as defined below) shall have any liability litigation or other proceeding that this Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the Guaranteed Party effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or any of its Affiliates with respect other similar laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or at law), then, to the Merger Agreementextent the Company prevails in such litigation or proceeding, the Equity Commitment Letter, Guarantor shall pay on demand all reasonable fees and out-of-pocket expenses of the Transactions Company in connection with such litigation or under this Limited Guaranteeproceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations are satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b9.2(d) of the Merger Agreement and (iviii) 90 days after the first anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b9.2(d) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to Parent and Merger Sub or any Guarantor (including the Guarantor Other Guarantors) by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10first anniversary. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserting any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including of Section 1), other than the Retained Claims (as defined below), then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party payments, and (ziii) neither the Guarantor nor any Non-Recourse Parties (as defined below) Affiliate of any Guarantor shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, the Transactions Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding 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), then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the Obligations have been paid in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all the Closing in accordance with the terms of the Obligations payable under Merger Agreement, including payment of the Limited Guarantee having been paid in full by the GuarantorMerger Consideration, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any valid termination of the Merger Agreement in accordance with its terms under circumstances set forth in the Merger Agreement in which Parent and Merger Sub Buyer would not be obligated to pay the Parent Buyer Termination Fee under Section 8.06(bFee, (iii) the twelve (12) month anniversary of any other termination of the Merger Agreement if the Guaranteed Party has not presented in accordance with its terms, except as to a bona fide written claim for payment of any Obligation presented by the Company to Buyer, Merger Subsidiary or the Guarantor by on or prior to such 90th daytwelve (12) month anniversary; provided provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the basis for such claim and the Guarantor by shall not be required to pay any claim not submitted on or before the twelve (12) month anniversary of such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement termination of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, in which case such claim shall survive until the Equity Commitment Letter earlier of (A) the payment or the Transactions or the liability satisfaction in full of the Guarantor under this Limited Guarantee full amount of the Obligations (as limited the same may be finally determined by a court of competent jurisdiction or mutually agreed by the provisions hereof, including Section 1), other than the Retained Claims parties) and (as defined below), then (xB) the obligations determination by a court of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and voidcompetent jurisdiction that no amounts are payable hereunder, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (ziv) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability payment to the Guaranteed Party or by any combination of its Affiliates with respect to Buyer and/or the Merger Agreement, Guarantor of the Equity Commitment Letter, the Transactions or under this Limited Guarantee.full amount of the

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having have been paid in full by full, subject to the GuarantorCap. Notwithstanding the foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earliest of (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent Parent, Midco and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) make any payments of the Merger Agreement and Obligations, (iviii) 90 days after any the date of termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) make any payments of the Merger Agreement if Obligations (unless the Guaranteed Party has not presented made a bona fide written claim for payment of any Obligation under this Guarantee prior to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee in which case the relevant date shall terminate upon be the date that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto Guaranteed Party and the Guarantor (or pursuant to Section 10. Guarantor shall have no further obligations its permitted assignee) or a final, non-appealable judgment of a Governmental Authority of competent jurisdiction), (iv) the first anniversary after the date hereof (unless the Guaranteed party has made a claim under this Limited Guarantee following termination prior to such date, in accordance which case the relevant date shall be the date that such claim is finally satisfied or otherwise resolved by agreement of the Guaranteed Party and the Guarantor (or its permitted assignee) or a final, non-appealable judgment of a Governmental Authority of competent jurisdiction) and (v) the date the Obligations payable under this Guarantee have been paid in full; provided, that, with this Section 8respect to the foregoing clauses (iii) and (iv), any applicable claim shall set forth in reasonable detail the basis for such claim. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates or their respective successors and assigns asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the any other provisions of Sections 8, 9, 10, 13 or 14 this Guarantee are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserts any theory of liability against the Guarantor or any Affiliates of the Guarantor or any other Non-Recourse Parties (as defined below) Party with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of Agreement other than claims against the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including of Section 1), other than the Retained Claims (as defined below), then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (ziii) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates other Person in any way with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions transactions contemplated by the Merger Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until all of its Guarantor Obligation has been fully performed. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee as of the earliest to occur of of: (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent (other than a termination of Parent and the Guaranteed Party or under circumstances in Merger Agreement for which Parent and Merger Sub would not be obligated to pay the a Parent Termination Fee under is, in accordance with Section 8.06(b) of the Merger Agreement Agreement, due and owing by Parent (a "Qualifying Termination")), and (iviii) 90 the date following ninety (90) days after any termination from the date of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent a Qualifying Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any the relevant Guarantor Obligation to the such Guarantor by such 90th daydate; provided that provided, that, if the Guaranteed Party has presented such a written claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or by a final, non-appealable resolution of such claim pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 810 (Governing Law; Jurisdiction) hereof. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates (which, for the avoidance of doubt, shall not include any Rollover Shareholder or any of their Affiliates or any such Persons’ respective officers and directors) asserts in any litigation or other proceeding relating to that any provision of this Limited Guarantee (i) that the provisions of Section 1 limiting the any Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are Maximum Amount is illegal, invalid or unenforceable in whole or in part, (ii) part or that the any Guarantor is liable for an amount in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Maximum Amount, or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) Party with respect to this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter any other agreement or the Transactions or the liability of the Guarantor under instrument delivered in connection with this Limited Guarantee (as limited by or the provisions hereofMerger Agreement, including Section 1)or the transactions contemplated hereby or thereby, other than the Retained Claims (as defined belowin Section 9 hereof), then (x) the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and shall thereupon be null and voidvoid ab initio, (y) if the any Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the such Guarantor nor any Non-Recourse Parties (as defined below) Party shall have any liability to the Guaranteed Party or any of its controlled Affiliates (which, for the avoidance of doubt, shall not include any Rollover Shareholder or any of their Affiliates or any such Persons’ respective officers and directors) with respect to this Limited Guarantee, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee or the Equity Commitment LetterMerger Agreement, or the transactions contemplated hereby or thereby. If any payment or payments made by Parent or Merger Sub in respect of the Parent Termination Fee or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Transactions Guarantor Obligations or under this Limited Guaranteepart thereof with respect to any Guarantor hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and permitted assigns until all of the Guaranteed Percentage of the Obligations (subject to the limitations described herein) under this Limited Guarantee have been indefeasibly paid, observed, performed or satisfied in full, at which time this Limited Guarantee shall terminate in its entirety and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under in any circumstances in other than pursuant to which Parent and Merger Sub would not be obligated to pay make a payment of the Parent Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(e) of the Merger Agreement, (iii) the payment in full of the Obligations, and (iv) 90 days after the three-month anniversary of any termination of the Merger Agreement in accordance with its terms under in any circumstances in pursuant to which Parent and Merger Sub would be obligated to pay make a payment of the Parent Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement if or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(e) of the Guaranteed Party has not presented Merger Agreement, except as to a bona fide written claim for payment of any Obligation to the Guarantor presented in writing by such 90th day; provided that if the Guaranteed Party has presented such claim to Parent, Merger Sub or the Guarantor by on or prior to such datethree-month anniversary (in which case, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of a final and non-appealable judicial or arbitral decision or as agreed in writing by the parties hereto or pursuant to Section 10. otherwise satisfied); provided, that such claim shall set forth the basis for such claim and the Guarantor shall have no further obligations under this Limited Guarantee following not be required to pay any claim not submitted on or before the three-month anniversary of such termination in accordance with this Section 8. (b) of the Merger Agreement. Notwithstanding anything herein to the foregoingcontrary, in the event that the Guaranteed Party or any of its Affiliates the Guaranteed Party Related Persons directly or indirectly asserts in any litigation Action at law or other proceeding relating to this Limited Guarantee (i) in equity or arbitration that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that Cap, the provisions of Sections Section 1 hereof limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8, 9, 10, 13 or 14 Section 9 and Section 18 hereof are illegal, invalid or unenforceable in whole or in part, (ii) asserts that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations (subject to the limitations described herein), or (iii) asserts any theory of liability against Parent, Merger Sub, the Guarantor or any Non-Recourse Parties (as defined below) with respect to or in connection with the Merger AgreementTransaction Agreements, the Equity Commitment Letter any other agreement or the Transactions instrument delivered pursuant to such Transaction Agreements, or the liability any of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1)transactions contemplated hereby or thereby, other than the a Retained Claims (as defined below)Claim, then (xA) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party payments, and (zC) neither the Guarantor Guarantor, nor Parent, nor Merger Sub, nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statue or otherwise) to the Guaranteed Party Party, its Affiliates or any of its Affiliates other person with respect to the Merger AgreementTransaction Agreements, the Equity Commitment Letter, transactions contemplated by the Transactions Transaction Agreements or under this Limited Guaranteeotherwise.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of either (ix) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bor (y) of the Merger Agreement Cash Shortfall Fee and (iv) 90 days after any termination of the Merger Agreement Other Guaranteed Amounts have been indefeasibly paid, observed, performed and satisfied in accordance with its terms under circumstances in full, at which Parent time this Limited Guarantee shall terminate and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if shall have no further obligations under this Limited Guarantee. Notwithstanding the Guaranteed Party has presented such claim to the Guarantor by such dateforegoing, this Limited Guarantee shall terminate upon and the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following as of the earliest to occur of (i) the Effective Time, (ii) payment in full of the Parent Termination Fee, or payment in full of the Cash Shortfall Fee and any Other Guaranteed Amounts, in each case pursuant to the Merger Agreement and (iii) the six-month anniversary of the valid termination of the Merger Agreement in accordance with its terms, except as to any claim for payment of any Obligation presented in writing by the Guaranteed Party to Parent or the Guarantor on or prior to such six-month anniversary (in which case, the date of termination of this Limited Guarantee shall be the date such claim is (x) resolved by a final, non-appealable order of a court specifically identified in Section 8. 10(a) below, or (by) resolved as agreed in writing by the parties hereto); provided, that such claim shall set forth in reasonable detail the basis for such claim, and the Guarantor shall not be required to pay any claim not submitted on or before the six-month anniversary of the valid termination of the Merger Agreement. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates (other than the Rollover Investors or the MSDC Investor) asserts in any litigation or other proceeding relating to this Limited Guarantee that (ia) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iiib) asserting any theory of liability against the Guarantor Guarantor, any Parent Party or any Non-Recourse Parties (as defined below) Specified Person with respect to the Merger Agreementthis Limited Guarantee, the Equity Investors Commitment Letter Letter, the Merger Agreement or the Transactions or the liability any of the Guarantor under transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than, solely with respect to this Limited Guarantee clause (as limited by the provisions hereof, including Section 1b), other than the Retained Claims (as defined belowany claim that is a Non-Prohibited Claim against such Person), then (xA) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party payments, and (zC) neither the Guarantor nor any Non-Recourse Parties (as defined below) Specified Person shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, the Transactions or Agreement under this Limited GuaranteeGuarantee or otherwise.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee is a continuing guarantee that may not be revoked or terminated by the Guarantor (except as provided herein) and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid indefeasible, unconditional and irrevocable payment and satisfaction in full by the Guarantor of the Guarantor, (ii) ’s Pro Rata Portion of the Effective Time, (iii) Obligations or the earlier termination of this Guarantee pursuant to the Merger Agreement in accordance with its terms by mutual consent of Parent and hereof. The Guarantee shall continue to be effective or be reinstated, as the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) case may be, if at any time any payment of the Merger Agreement and (iv) 90 days after any termination Guarantor’s Pro Rata Portion of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay Obligations that has been received by or for the Parent Termination Fee under Section 8.06(b) account of the Merger Agreement if Company is rescinded or must otherwise be returned by the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to Company. Notwithstanding the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such dateforegoing, this Limited Guarantee shall terminate upon and the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations obligation under this Limited Guarantee following termination in accordance with this Section 8. as of the earliest of (a) the occurrence of the Effective Time; (b) the six-month anniversary of the date of termination of the Arrangement Agreement, unless a claim hereunder has been made prior to such date; or (c) satisfaction in full by the Guarantor of its obligations hereunder. Notwithstanding the foregoing, in the event that the Guaranteed Party Company, directly or indirectly, or any of its Affiliates Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee (i) Proceeding that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) 5 hereof or that the provisions of Sections 8, 9, 10, 13 or 14 this Section 4 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (ziii) neither the Guarantor nor any Non-Recourse Parties (as defined below) of its affiliates shall have any liability to the Guaranteed Party or any of its Affiliates Company with respect to the Merger Agreement, transactions contemplated by the Equity Commitment Letter, the Transactions Arrangement Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)) hereof, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the GuarantorGuarantors, its their successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantorfull, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or any portion thereof and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b9.03(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor Guarantors by such 90th day; provided provided, that if the Guaranteed Party has presented such claim to the Guarantor Guarantors by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 1010 hereof. Guarantor The Guarantors shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s Guarantors’ maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the any Guarantor is liable in excess of or to a greater extent than its Individual Guaranteed Percentage of the Aggregate Guaranteed Percentage of the Obligations or (iii) any theory of liability against the any Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor Guarantors under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the a Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor Guarantors nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bor otherwise to make payments pursuant to the Merger Agreement, (iii) the first anniversary of the Merger Agreement date hereof, and (iv) 90 60 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and and/or Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of or otherwise to make payments pursuant to the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th 60th day; provided , provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by basis for such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8claim. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the any other provisions of Sections 8, 9, 10, 13 or 14 this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, (ii) asserts that the Guarantor is liable in excess of or to a greater extent than the its Guaranteed Percentage of the Obligations any Obligation, or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or transactions contemplated by the Merger Agreement other than the Retained Claims (as defined below) and the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (ziii) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions transactions contemplated by the Merger Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)3(c) hereof, this Limited Guarantee Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Guaranteed Obligations payable have been indefeasibly paid, observed, performed and satisfied in full. Notwithstanding the foregoing, or anything express or implied in this Guaranty or otherwise, except with respect to accrued Expense Obligations, this Guaranty shall terminate and the Guarantor shall have no further obligations under or in connection with this Guaranty as of the Limited Guarantee having been paid in full by the Guarantor, earliest of: (iia) the Effective Time, ; (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties thereto or under in circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Purchaser Termination Fee under Section 8.06(bis not payable and there are no unpaid Expense Obligations of Purchaser at such time; (c) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement pursuant to Section 7.01(b)(i) thereof (unless, in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) case of the Merger Agreement if this clause (c), the Guaranteed Party has not presented previously commenced a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if Guarantor’s liabilities hereunder in respect of the Guaranteed Party has presented such claim to the Guarantor by such dateObligations, in which case this Limited Guarantee Guaranty shall terminate upon the date final, non-appealable resolution of such claim is action and satisfaction by the Guarantor of any obligations finally satisfied determined or otherwise resolved agreed to be owed by agreement the Guarantor, consistent with the terms hereof); and (d) the receipt by the Guaranteed Party of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations payment in full of the Guaranteed Obligations payable under this Limited Guarantee following termination in accordance with this Section 8. (b) Guaranty. Notwithstanding the foregoing, or anything express or implied in this Guaranty or otherwise, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (iA) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Guarantor’s Cap (and limiting the Guaranteed Party’s enforcement hereof to the extent applicable) payment of money only or that the provisions of Sections this Section 7 or Section 3(c), Section 8, Section 9, Section 10, 13 Section 12 or Section 14 hereof are illegal, invalid or unenforceable in whole or in part, (iiB) that the Guarantor is liable in respect of Guaranteed Obligations in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Guarantor’s Cap, or (iiiC) any theory of liability against the Guarantor any Recourse Party or any Non-Recourse Parties Party (each as defined belowin Section 8 hereof) with respect to this Guaranty, the Merger Sponsor Commitment Letter, the Rollover Commitment Letter, the Agreement, the Equity Commitment Letter any other agreement or instrument delivered in connection with this Guaranty or the Transactions Agreement, or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1)transactions contemplated hereby or thereby, other than the Retained Claims (as defined below)in Section 8 hereof) asserted by the Guaranteed Party against the Recourse Party(ies) against which such Retained Claims may be asserted in accordance with Section 8 hereof, then then: (xi) the obligations of the Guarantor under or in connection with this Limited Guarantee Guaranty shall terminate ab initio and shall thereupon be null and void, ; (yii) if the Guarantor has previously made any payments under or in connection with this Limited GuaranteeGuaranty, it shall be entitled to recover and retain such payments from the Guaranteed Party payments; and (ziii) neither the Guarantor nor any Non-other Recourse Parties (as defined below) or any Non- Recourse Parties shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates other Person in any way under or in connection with respect to this Guaranty, the Merger Agreement, any other agreement or instrument delivered in connection with this Guaranty or the Equity Agreement (including, without limitation, the Sponsor Commitment Letter and the Rollover Commitment Letter), or the Transactions transactions contemplated hereby or under this Limited Guaranteethereby.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and assigns until the earliest to occur of (i) all of Obligation has been indefeasibly satisfied in full. Notwithstanding the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such dateforegoing, this Limited Guarantee shall terminate upon automatically and immediately terminate, the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoingand, solely in the event that the Guaranteed Party or any case of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee clause (ie) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8below, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it the Guarantor shall be entitled to recover such payments from the Guaranteed Party and upon the earliest to occur of (za) neither the valid termination of the Merger Agreement pursuant to the terms thereof (other than a valid termination of the Merger Agreement that results in the Parent Termination Fee becoming payable pursuant to Section 8.03(b) of the Merger Agreement), (b) the Effective Time; provided the Guarantor nor any Non-Recourse Parties (shall, prior to such termination, have fully funded and paid to Parent its Commitment as defined belowunder the Equity Commitment Letter, (c) shall have any liability to the Guaranteed Party or any of its Affiliates with respect designees accepting the Parent Termination Fee pursuant to the Merger Agreement and the payment by Parent or its designees of all amounts payable under Section 8.03(d) of the Merger Agreement, (d) the nine month anniversary of the date of a valid termination of the Merger Agreement pursuant to the terms thereof, unless prior to such nine month anniversary, the Guaranteed Party shall have provided notice to the Guarantor claiming amounts payable by the Guarantor to the Guaranteed Party under this Limited Guarantee or notice to Parent or Merger Sub claiming amounts payable by Parent or Merger Sub under the Merger Agreement, in which case this Limited Guarantee shall terminate upon (i) indefeasible payment in full of the Obligation (subject to the Cap), (ii) the final, non-appealable resolution of all legal proceedings commenced by the Guaranteed Party alleging amounts payable by the Guarantor under this Limited Guarantee and indefeasible payment in full of the Obligation (subject to the Cap), if applicable or (iii) a written agreement signed by each of the parties hereto terminating this Limited Guarantee or (e) the Guaranteed Party or any of its controlled affiliates, instituting any formal proceeding or bringing any other formal claim, in any litigation or other formal proceeding, against the Guarantor, Parent or Merger Sub or any other Non-Recourse Party in connection with the Merger Agreement or any of the transactions contemplated thereby (including under the Equity Commitment Letter), the Transactions or under this Limited Guaranteeother than any Permitted Claim.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Sponsor Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on each of the Guarantor, Guarantors and its successors and assigns until the Obligations have been satisfied in full. Notwithstanding the foregoing, this Sponsor Limited Guarantee shall terminate and the Guarantors shall have no further obligation under this Sponsor Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective Time, (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any other than a termination of the Merger Agreement for which a Parent Termination Fee is, in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b9.3(c) of the Merger Agreement if Agreement, due and owing by Parent (a "Qualifying Termination")) and (c) the 120th day after a Qualifying Termination unless prior to the 120th day after such Qualifying Termination, the Guaranteed Party has not presented shall have commenced a bona fide written claim for payment of any Obligation legal proceeding against Parent or Merger Sub alleging an amount is due and payable by Parent or Merger Sub under the Merger Agreement or against the Guarantors alleging amounts payable by the Guarantors to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such dateunder this Sponsor Limited Guarantee, in which case this Sponsor Limited Guarantee shall terminate upon the date either (i) a final, non-appealable resolution of such claim is finally satisfied and payment of the Obligation (subject to the Cap), if applicable or otherwise resolved (ii) a written agreement signed by agreement each of the parties hereto terminating this Sponsor Limited Guarantee. If any payment or pursuant payments made by Parent or Merger Sub or any part thereof in respect of the Parent Termination Fee are subsequently invalidated, declared to Section 10be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in In the event that the Guaranteed Party or any of its Affiliates asserts in (other than the Rollover Shareholders or any litigation of their Affiliates or other any such Persons’ respective officers and directors) institutes any suit, action or proceeding relating to this Limited Guarantee or makes any claim (iA) asserting that any of the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 this Sponsor Limited Guarantee are illegal, invalid or unenforceable in whole or in part, (ii) part or that the Guarantor is Guarantors are liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Cap or (iiiB) any theory of liability against arising under, or in connection with, the Guarantor Commitment Letter, the Merger Agreement or any Non-Recourse Parties (as defined below) other document or agreement entered into in connection with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee Agreement (as limited by the provisions hereof, including Section 1), other than the Sponsor Retained Claims (as defined belowClaims), then (x1) the obligations Obligations of the Guarantor Guarantors under this Sponsor Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y2) if the Guarantor has Guarantors have previously made any payments under this Sponsor Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (z3) neither the Guarantor Guarantors, Parent, Merger Sub nor any Non-Recourse Parties (as defined below) Party shall have any liability to the Guaranteed Party or any of its Affiliates (other than the Rollover Shareholders or any of their Affiliates or any such Persons’ respective officers and directors) with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, the Transactions Letter or under this Sponsor Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its his successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee Guaranty having been paid in full by the Guarantorfull, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of or otherwise to make payments pursuant to the Merger Agreement Agreement, and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make payments under Section 8.06(b) 8.06 of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by basis for such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10claim. Guarantor shall have no further obligations under this Limited Guarantee Guaranty following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee Guaranty (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 15 of this Limited Guaranty are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations any Obligation, or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter Letters or the Transactions transactions contemplated by the Merger Agreement or the liability of the Guarantor under this Limited Guarantee Guaranty (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined provided in Section 9 below), then (xi) the obligations of the Guarantor under this Limited Guarantee Guaranty shall terminate ab initio and shall thereupon be null and void, (yii) if the Guarantor has previously made any payments under this Limited GuaranteeGuaranty, it he shall be entitled to recover such payments from the Guaranteed Party Party, and (ziii) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates affiliates with respect to the Merger Agreement, the Equity Commitment LetterLetters, the Transactions transactions contemplated by the Merger Agreement or under this Limited GuaranteeGuaranty.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this a. This Limited Guarantee may cannot be unilaterally revoked or terminated by the Guarantor and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur Guaranteed Obligation is satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the GuarantorClosing, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any valid termination of the Merger Agreement in accordance with its terms under circumstances in which Parent no Guaranteed Obligation becomes payable and Merger Sub would be obligated to pay (iii) the Parent Termination Fee under Section 8.06(btwelve (12) month anniversary of the Merger Agreement if date hereof (unless in the case of this clause (iii), the Guaranteed Party has not presented shall have asserted a bona fide written claim for payment of any Obligation to against the Guarantor by under and pursuant to this Limited Guarantee prior to such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such dateanniversary, in which case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim is action and the satisfaction by the Guarantor of any obligations finally satisfied determined or otherwise resolved agreed to be owed by agreement of the parties hereto Guarantor, consistent with the terms hereof). b. Notwithstanding the foregoing, or pursuant to Section 10. Guarantor shall have no further obligations under anything express or implied in this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoingor otherwise, in the event that the Guaranteed Party or any of its Affiliates Subsidiaries, or any Person authorized by the Guaranteed Party or any of its Subsidiaries to claim by, through or for the benefit of the Guaranteed Party or any of its Subsidiaries, (i) asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) hereof or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) asserts that the Guarantor is liable in respect of this Limited Guarantee in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Obligation, or (iii) asserts any theory of liability claim against the Guarantor or any Non-Recourse Parties Party (as defined belowin Section 9 hereof) under or in connection with respect to this Limited Guarantee, the Commitment Letters, the Rollover Agreement, the Exchange Agreement or the Merger Agreement, the Equity Commitment Letter or the Transactions transactions contemplated hereby or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1)thereby, other than any Retained Claim against any Non-Recourse Party against which such Retained Claim may be asserted pursuant to the Retained Claims terms of Section 9 hereof, then: (as defined below), then (xi) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, ; (yii) if the Guarantor has previously made any payments under or in connection with this Limited Guarantee, it shall be entitled to recover and retain such payments from the Guaranteed Party payments; and (ziii) neither the Guarantor nor any other Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates other Person in any way under or in connection with respect to this Limited Guarantee, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee or the Equity Commitment LetterMerger Agreement (including, without limitation, the Transactions Commitment Letters, the Rollover Agreement and the Exchange Agreement), or under this Limited Guaranteethe transactions contemplated hereby or thereby, other than Retained Claims.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee Guaranty having been paid in full by the Guarantorfull, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of or otherwise to make payments pursuant to the Merger Agreement Agreement, and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make payments under Section 8.06(b) 8.06 of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor Guarantors by such 90th day; provided provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by basis for such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10claim. Each Guarantor shall have no further obligations under this Limited Guarantee Guaranty following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee Guaranty (i) that the provisions of Section 1 hereof limiting the Guarantor’s Guarantors’ maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 15 of this Limited Guaranty are illegal, invalid or unenforceable in whole or in part, (ii) that the any Guarantor is liable in excess of or to a greater extent than the its Guarantor Guaranteed Percentage of the Obligations Aggregate Guaranteed Percentage of any Obligation, or (iii) any theory of liability against the any Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter Letters or the Transactions transactions contemplated by the Merger Agreement or the liability of the Guarantor Guarantors under this Limited Guarantee Guaranty (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined provided in Section 9 below), then (xi) the obligations of the such Guarantor under this Limited Guarantee Guaranty shall terminate ab initio and shall thereupon be null and void, (yii) if the such Guarantor has previously made any payments under this Limited GuaranteeGuaranty, it shall be entitled to recover such payments from the Guaranteed Party Party, and (ziii) neither the such Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates affiliates with respect to the Merger Agreement, the Equity Commitment LetterLetters, the Transactions transactions contemplated by the Merger Agreement or under this Limited GuaranteeGuaranty.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)3 hereof, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until all amounts payable by such Guarantor under this Limited Guarantee with respect to the Payment Obligations have been indefeasibly paid in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and no Guarantor shall have any further obligations under this Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid Closing, (ii) receipt in full by the Guaranteed Party (or its designee(s) if the Guaranteed Party has given its prior written consent to such receipt by such designee(s)) of the Payment Obligations of each Guarantor, (ii) the Effective Time, (iii) the valid termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or pursuant to Section 8.01 thereof (other than under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bany of its Payment Obligations) of the Merger Agreement and (iv) 90 days after any the three (3) month anniversary of the termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if if, by such three month anniversary, the Guaranteed Party has not presented a bona fide written claim for payment of any Payment Obligation to the Parent or any Guarantor by the end of such 90th day; provided that if three month period, setting forth in reasonable detail the Guaranteed Party has presented basis of such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10claim. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in writing in any pleading or filing with, or orally before, any Governmental Authority in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the any Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) its Maximum Commitment or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable unenforceable, in whole or in part, (ii) asserts in writing in any pleading or filing with, or orally before, any Governmental Authority in any litigation or other proceeding that the any Guarantor is liable for Payment Obligations in excess of or to a greater extent than the Guaranteed Percentage of the Obligations its Maximum Commitment or (iii) asserts in writing in any pleading or filing with, or orally before, any Governmental Authority in any litigation or other proceeding any theory of liability against the any Guarantor or any Non-Recourse Parties (as defined below) Party with respect to the transactions contemplated by the Merger Agreement other than liability of (w) Parent or Ocala Topco LP under the Rollover Agreement and Support Agreement, if any, to the Equity Commitment Letter or other parties to such agreements pursuant to the Transactions or terms and conditions therein, (x) the liability of General Partner under the Confidentiality Agreement, (y) any Guarantor under this Limited Guarantee (as limited by the provisions hereof, including of Section 1), other than or (z) any Guarantor for specific performance of such Guarantor’s obligation under the Retained Claims (as defined below)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, then unless within five (x5) Business Days within making any such assertion, the Guaranteed Party or applicable Affiliate withdraws such assertion, (i) the obligations of the each Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the any Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party payments, and (ziii) neither the any Guarantor nor any Non-Recourse Parties (as defined below) Party shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, the Transactions Agreement or under this Limited Guarantee. Notwithstanding anything set forth in this Section 8, Sections 9 through 13 shall survive indefinitely (subject to the applicable statute of limitations) following the termination of this Limited Guarantee.

Continuing Guarantee. This Guarantee includes any Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, the Guarantor hereby waives any right to revoke this Guarantee as to future indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, the Guarantor acknowledges and agrees that (a) Subject no such revocation shall be effective until written notice thereof has been received by the Bank, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the last sentence extent made or created pursuant to a legally binding commitment of Section 3(d)the Bank in existence on the date of such revocation, (d) no payment by the Guarantor, the Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of the Guarantor hereunder, and (e) any payment by the Borrower or from any source other than the Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of the Guarantor thereunder. The agreements and obligations of the undersigned under this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and until all Liabilities (as defined in the Loan Agreement) shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having have been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties Bank's Revolving Loan Commitment (as defined belowin the Loan Agreement) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under this Limited Guaranteeterminated.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the earliest to occur of (i) all of the Obligations payable under the this Limited Guarantee having have been paid in full by the Guarantorfull, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent at which time this Limited Guarantee shall terminate and the Guaranteed Party or Guarantor shall have no further obligations under circumstances in which Parent and Merger Sub would not be obligated to pay this Limited Guarantee. Notwithstanding the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such dateforegoing, this Limited Guarantee shall terminate upon and the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following as of the earliest to occur of in full (subject to the Cap), (iii) termination of the Merger Agreement in accordance with circumstances in which the Parent Termination Fee is not payable and (iv) sixty (60) days after the Termination Date, except as to a claim for payment of the Obligations presented in writing by the Guaranteed Party to Parent or the Guarantor on or prior to such sixtieth (60th) day (in which case, this Limited Guarantee shall terminate on the date such claim is (x) resolved by a final, non-appealable order of a court specifically identified in Section 8. 10(b) below, (by) resolved as agreed in writing by the parties hereto or (z) otherwise satisfied); provided, that such claim shall set forth in reasonable detail the basis for such claim, and the Guarantor shall not be required to pay any claim not submitted on or before sixty (60) days after such termination of the Merger Agreement. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (ia) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (Cap, or limiting the Guaranteed Party’s enforcement hereof to the extent applicable) payment of money only, or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations part or (iiib) any theory of liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreementthis Limited Guarantee, the Equity Commitment Letter Letters, the Merger Agreement or the Transactions any other agreement or the liability instrument delivered pursuant to or in connection with any of the Guarantor under foregoing (collectively, “Transaction Agreements”) or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than, solely with respect to this Limited Guarantee clause (as limited by the provisions hereof, including Section 1b), other than the Retained Claims (as defined belowany claim that is a Non-Prohibited Claim against such Person), then (xA) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover and retain such payments from the Guaranteed Party payments, and (zC) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates other Person in any way under or in connection with respect to the Merger any Transaction Agreement, any other agreement or instrument delivered pursuant to such Transaction Agreement, or the Equity Commitment Letter, the Transactions transactions contemplated hereby or under this Limited Guaranteethereby.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all of the Obligations under this Limited Guarantee have been indefeasibly paid, observed, performed or satisfied in full, at which time this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (ii) receipt in full by the Guaranteed Party or its Affiliates of the Parent Termination Fee pursuant to Section 7.2(b) of the Merger Agreement, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under in any circumstances in other than pursuant to which Parent and Merger Sub would not be obligated to pay make a payment of the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after the anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated all other circumstances, except as to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor presented in writing by such 90th day; provided that if the Guaranteed Party has presented such claim to Parent or the Guarantor by on or prior to such dateanniversary (in which case, this Limited Guarantee shall terminate upon the date such claim is finally satisfied resolved or otherwise resolved by agreement satisfied); provided, that such claim shall set forth in reasonable detail the basis for such claim and the Guarantor shall not be required to pay any claim not submitted on or before the anniversary of such termination of the parties hereto or pursuant to Section 10Merger Agreement. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, without limiting any of the Guaranteed Party’s rights against any Other Guarantor under its respective limited guarantee, in the event that the Guaranteed Party or any of its Affiliates asserts (other than an Affiliate of the Guaranteed Party that is also an Affiliate of the Guarantor or any Other Guarantor; provided that no employee of the Guaranteed Party shall be deemed to be an Affiliate of any Guarantor for this purpose) assert in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserting any theory of liability against the Guarantor or any Non-Recourse Parties Related Party (as defined below) with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including of Section 1), other than the Retained Claims (as defined below), then (xA) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party payments, and (zC) neither the Guarantor nor any Non-Recourse Parties (as defined below) Related Party shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, the Transactions or Agreement under this Limited GuaranteeGuarantee or otherwise.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee is a continuing guaranty and may not be revoked or terminated and shall remain in full force and effect and shall be binding on the GuarantorGuarantors and their heirs, its estates, survivors, conservators, personal representatives, successors and assigns until the earliest to occur Guaranteed Obligation of (i) all of the Obligations such Guarantor payable under the this Limited Guarantee having has been paid in full by full. Notwithstanding the Guarantorforegoing, this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee as of the earliest of (iia) the Effective Time, (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the where no Parent Termination Fee under Section 8.06(bis payable, (c) the first anniversary of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated End Date, unless a claim hereunder has been made prior to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon in which case the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations by a final, non-appealable judgment of a Governmental Entity of competent jurisdiction and (d) the Guaranteed Obligation payable under this Limited Guarantee following termination has been paid in accordance with this Section 8. (b) full. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates subsidiaries or affiliates asserts in any litigation or other proceeding relating to that the provisions hereof (including, without limitation, Section 1 hereof) limiting the Guarantors’ respective liability or any other provisions of this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserting any theory of liability against the any Guarantor or any Non-Recourse Parties (as defined below) Guarantor Affiliate or Parent or Merger Sub with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter Agreement or the Transactions or the this Limited Guarantee other than liability of the any Guarantor under this Limited Guarantee (as limited by the provisions hereofhereunder, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations Guaranteed Obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the any Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (z) neither the Guarantor Guarantors nor any Non-Recourse Parties (as defined below) Guarantor or Parent Affiliates shall have any liability to the Guaranteed Party or any of its Affiliates affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, the Transactions Agreement or under this Limited Guarantee. Subject to the foregoing, in the event that any payment to the Guaranteed Party hereunder is rescinded or must otherwise be returned to any Guarantor for any reason whatsoever, such Guarantor shall remain liable hereunder as if such payment had not been made (subject to the terms hereof).

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its Guarantors and their successors and permitted assigns until all of the Guaranteed Percentage of the Obligations (subject to the Cap) under this Limited Guarantee have been indefeasibly paid, observed, performed or satisfied in full, at which time this Limited Guarantee shall terminate in its entirety and the Guarantors shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under in any circumstances in other than pursuant to which Parent and Merger Sub would not be obligated to pay make a payment of the Parent Merger Sub Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c) or 8.06(f) of the Merger Agreement, (iii) the payment in full of the Obligations, and (iv) 90 the date that is ninety (90) days after any termination of the Merger Agreement in accordance with its terms under in any circumstances in pursuant to which Parent and Merger Sub would be obligated to pay make a payment of the Parent Merger Sub Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement if or pay any other amounts under Sections 8.06(c) or 8.06(f) of the Guaranteed Party has not presented Merger Agreement, except as to a bona fide written claim for payment of any Obligation to the Guarantor presented in writing by such 90th day; provided that if the Guaranteed Party has presented such claim to Merger Sub or any Guarantor on or prior to the Guarantor by date that is ninety (90) days after such datetermination of the Merger Agreement (in which case, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of a final and non-appealable judicial or arbitral decision or as agreed in writing by the parties hereto or pursuant otherwise satisfied), provided, that such claim shall set forth in reasonable detail the basis for such claim and the Guarantors shall not be required to Section 10pay any claim not submitted on or before the date that is ninety (90) days after such termination of the Merger Agreement. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding anything herein to the foregoingcontrary, in the event that the Guaranteed Party or any of its Affiliates the Guaranteed Party Related Persons directly or indirectly asserts in any litigation Action at law or other proceeding relating to this Limited Guarantee (i) in equity or arbitration that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate Guarantors’ liability to the Cap (to the extent applicable) or that Cap, the provisions of Sections Section 1 hereof limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8, 9, 10, 13 or 14 Section 9 and Section 18 hereof are illegal, invalid or unenforceable in whole or in part, (ii) asserts that the Guarantor is Guarantors are liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations (subject to the Cap), or (iii) asserts any theory of liability against Merger Sub, the Guarantor Guarantors or any Non-Recourse Parties (as defined below) with respect to or in connection with the Merger AgreementTransaction Agreements, the Equity Commitment Letter any other agreement or the Transactions instrument delivered pursuant to such Transaction Agreements, or the liability any of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1)transactions contemplated hereby or thereby, other than the a Retained Claims (as defined below)Claim, then (xA) the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yB) if the Guarantor has Guarantors have previously made any payments under this Limited Guarantee, it they shall be entitled to recover such payments from the Guaranteed Party payments, and (zC) neither the Guarantor Guarantors, nor Merger Sub, nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statue or otherwise) to the Guaranteed Party or any of its Affiliates Party, with respect to the Merger Agreement, Transaction Agreements or the Equity Commitment Letter, transactions contemplated by the Transactions or under this Limited GuaranteeTransaction Agreements.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until the Obligations have been satisfied in full. This Limited Guarantee will terminate, and be of no further force or effect, immediately following the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the GuarantorClosing, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties thereto or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee make any payment under Section 8.06(b) of the Merger Agreement and (iviii) 90 days after any following the termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under make a payment pursuant to Section 8.06(b7.3(c) of the Merger Agreement if the Guaranteed Party has not presented unless a bona fide written claim for such a payment has been made in writing prior thereto (unless tendering such a writing would expressly violate, or would be prohibited by, any applicable requirement of any Obligation to law, in which case, the Guarantor by foregoing period shall toll for so long as such 90th day; provided violation or prohibition is in effect). Notwithstanding the foregoing, (1) the parties hereto acknowledge and agree that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall not terminate upon the date such for so long as a claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination made in accordance with this Section 8. clause (biii) Notwithstanding the foregoingabove remains unresolved, and (2) in the event that the Guaranteed Party or any of its Affiliates controlled affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 this Limited Guarantee limiting the each Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 Maximum Amount are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) Party or, other than its rights to recover from the Guarantors with respect to the Obligations, the Guarantors, Parent or Merger Sub with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the a Guarantor has previously made any payments under this Limited Guarantee, it such Guarantor shall be entitled to recover such payments from the Guaranteed Party payment(s) and (z) neither the Guarantor Guarantors nor any Non-Recourse Parties (as defined below) Party shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger AgreementAgreement and the transactions contemplated thereby, the Abax Equity Commitment Letter, the Transactions Financing or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its his successors and assigns until the earliest to occur of (i) all of the Guaranteed Obligations (subject to the Maximum Amount) payable under the this Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) none of the Merger Agreement Guaranteed Obligations are payable and (iv) 90 days one year after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b9.3(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Guaranteed Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) Maximum Amount or that the provisions of Sections 8, 9, 10, 12, 13 or 14 the last sentences of Section 3(c) or Section 3(d) are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of Obligations or the Obligations Maximum Amount, or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter Letter, the Support Agreement or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it he shall be entitled to recover such payments from the Guaranteed Party Party, and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under Support Agreement, the Transactions, this Limited GuaranteeGuarantee or any other agreement or instrument delivered in connection with this Limited Guarantee or the Merger Agreement (including the Equity Commitment Letter and the Support Agreement); provided, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and expenses of the Guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns (and its executors, administrators, personal representatives and heirs, but only in their capacity as such) until the Obligations have been indefeasibly paid, observed, performed and satisfied in full- in cash, at which time this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the GuarantorClosing, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties thereto or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee make any payment under Section 8.06(b) of the Merger Agreement and (iviii) 90 ninety (90) days after any (or, with respect to the Obligations specified in clause (ii) of Section 1 of this Limited Guarantee, one hundred eighty (180) days) following the termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under make a payment pursuant to Section 8.06(b8.2(b) of the Merger Agreement if the Guaranteed Party has not presented unless a bona fide written claim for such a payment of any Obligation to has been made in writing setting forth in reasonable detail the Guarantor by such 90th day; provided that if the Guaranteed Party has presented basis for such claim to prior thereto. Notwithstanding the Guarantor by such dateforegoing, (1) the parties hereto acknowledge and agree that this Limited Guarantee shall not terminate upon the date such for so long as a claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination made in accordance with this Section 8. clause (biii) Notwithstanding the foregoingabove remains unresolved, and (2) in the event that the Guaranteed Party or any of its Affiliates controlled affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 this Limited Guarantee limiting the Guarantor’s maximum aggregate liability to the Cap Obligations (to in the extent applicablemaximum amount thereof pursuant hereto) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) Party or, other than its rights to recover from the Guarantor with respect to the Obligations, or Parent or Merger Sub with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it Guarantor shall be entitled to recover such payments from the Guaranteed Party payment(s) and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) Party shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, Agreement and the Equity Commitment Letter, the Transactions transactions contemplated thereby or under this Limited Guarantee.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest Guaranteed Obligations have been indefeasibly paid and satisfied in full (subject to occur of (i) all the Cap). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guarantee as of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, earliest of: (iia) the Effective TimeClosing, if the Closing occurs; (iiib) following the valid termination of the Merger Agreement in accordance with its terms by mutual consent Section 9.1 thereof, the payment in full of Parent and the Guaranteed Party Obligations (or, if less, an aggregate amount equal to the Cap) by the Guarantor, Parent or under circumstances in which Parent Merger Sub; and Merger Sub would not be obligated to pay (c) the Parent Termination Fee under Section 8.06(bdate that is the twelve (12) month anniversary of the Merger Agreement and (iv) 90 days after any valid termination of the Merger Agreement (unless, in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) case of the Merger Agreement if clause (c), the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to shall have commenced litigation against the Guarantor by under and pursuant to this Limited Guarantee prior to such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such datetermination, in which case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim is action and satisfaction by the Guarantor of any obligations finally satisfied determined or otherwise resolved agreed to be owed by agreement of the parties hereto Guarantor, consistent with the terms hereof). Notwithstanding the foregoing, or pursuant to Section 10. Guarantor shall have no further obligations under anything express or implied in this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoingor otherwise, in the event that the Guaranteed Party or any of its Affiliates and its and their representatives, equityholders or any other Person on its behalf asserts in any litigation or other proceeding relating to this Limited Guarantee any of the following: (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 7 or 14 Section 8 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in respect of the Guaranteed Obligations in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Cap, or (iii) any theory of liability (whether at law or in equity whether sounding in contract, tort, statute or otherwise) against the Guarantor or any Non-Recourse Parties Party (as defined belowin Section 8 hereof) with respect to this Limited Guarantee, the equity commitment letter by and between Guarantor and Parent, dated as of the date hereof (the “Equity Commitment Letter”), the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee, the Equity Commitment Letter Letter, the Merger Agreement or the Transactions or the liability any of the Guarantor under this Limited Guarantee (as limited by the provisions hereoftransactions contemplated hereby or thereby, including Section 1)in each case, other than the Retained Claims (as defined below)in Section 8 hereof) asserted by the Guaranteed Party against the Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 8, then then: (x) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, ; (y) if the Guarantor has previously made any payments under or in connection with this Limited Guarantee, it shall be entitled to recover and retain such payments from the Guaranteed Party payments; and (z) neither the Guarantor nor any other Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates other Person in any way under or in connection with respect to the Merger Agreementthis Limited Guarantee, the Equity Commitment Letter, the Transactions Merger Agreement, or under any other agreement or instrument delivered in connection with this Limited Guarantee, the Merger Agreement or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)3 hereof and unless otherwise terminated in accordance with this Section 8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the GuarantorGuarantors, its their successors and assigns until the complete and indefeasible payment and satisfaction in full of the Guaranteed Obligations (subject to the Cap). Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid Effective Time, (ii) receipt in full by the Guarantor, (ii) Guaranteed Party or any of its Affiliates of the Effective TimeGuaranteed Obligations, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent Parent, Merger Sub and the Guaranteed Party or under circumstances Company unless, in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) case of the Merger Agreement and this clause (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if iii), the Guaranteed Party has not presented a bona fide provided written claim for payment of any Obligation notice to the Guarantor Guarantors pursuant to Section 7 asserting a claim by such 90th day; provided that if the Guaranteed Party has presented such claim prior to the Guarantor by such date, this Limited Guarantee in which case the relevant date shall terminate upon be the date that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. a final, non-appealable judgment of a Governmental Entity of competent jurisdiction; provided that such claim shall set forth in reasonable detail the basis for such claim and the Guarantor shall have no further obligations under this Limited Guarantee following not be required to pay any claim not submitted on or before the three month anniversary of such termination in accordance with this Section 8. (b) of the Merger Agreement. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the each Guarantor’s maximum aggregate liability to its Pro Rata Amount of the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) asserts that the Guarantor is liable for Guaranteed Obligations in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Cap or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) Party with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the Agreement other than liability of (x) any Person to the Guarantor Guaranteed Party pursuant to any Retained Claims (as hereinafter defined) or (y) Guarantors under this Limited Guarantee (as limited by the provisions hereof, including of Section 1), other than the Retained Claims (as defined below), then (xI) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yII) if the a Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (zIII) neither any of the Guarantor Guarantors nor any Non-Recourse Parties (as defined below) Party shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, the Transactions Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and This Lxxxxxx Xxxxxxxee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations are satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b7.2(b) of the Merger Agreement and (iviii) 90 days after the first anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b7.2(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to Parent and Merger Sub or any Guarantor (including the Guarantor Other Guarantors) by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10first anniversary. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Controlled Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate 's liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserting any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including of Section 1), other than the Retained Claims (as defined below), then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party payments, and (ziii) neither the Guarantor nor any Non-Recourse Parties (as defined below) Affiliate of any Guarantor shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, the Transactions Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding 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), then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee Guaranty having been paid in full by the Guarantorfull, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of or otherwise to make payments pursuant to the Merger Agreement Agreement, and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make payments under Section 8.06(b) 8.06 of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by basis for such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10claim. Guarantor shall have no further obligations under this Limited Guarantee Guaranty following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee Guaranty (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 15 of this Limited Guaranty are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations any Obligation, or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter Letters or the Transactions transactions contemplated by the Merger Agreement or the liability of the Guarantor under this Limited Guarantee Guaranty (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined provided in Section 9 below), then (xi) the obligations of the Guarantor under this Limited Guarantee Guaranty shall terminate ab initio and shall thereupon be null and void, (yii) if the Guarantor has previously made any payments under this Limited GuaranteeGuaranty, it shall be entitled to recover such payments from the Guaranteed Party Party, and (ziii) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates affiliates with respect to the Merger Agreement, the Equity Commitment LetterLetters, the Transactions transactions contemplated by the Merger Agreement or under this Limited GuaranteeGuaranty.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the Obligations have been paid in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all the Closing in accordance with the terms of the Obligations payable under Merger Agreement, including payment of the Limited Guarantee having been paid in full by the GuarantorMerger Consideration, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any valid termination of the Merger Agreement in accordance with its terms under circumstances set forth in the Merger Agreement in which Parent and Merger Sub Buyer would not be obligated to pay the Parent Buyer Termination Fee under Section 8.06(band (iii) of the Merger Agreement if payment to the Guaranteed Party has not presented a bona fide written claim for payment by any combination of any Obligation to Buyer and/or the Guarantor by such 90th day; provided that if of the Guaranteed Party has presented such claim to full amount of the Guarantor by such date, Obligations. Notwithstanding any other term or provision of this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoingGuarantee, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the any other provisions of Sections 8, 9, 10, 13 or 14 this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserting any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) Party with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including of Section 1), other than ) or under the Retained Claims (as defined below)Confidentiality Agreement, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (z) neither the Guarantor Guarantor, nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions Merger Agreement or the transactions contemplated by the Merger Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the Obligations have been paid in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all the Closing in accordance with the terms of the Obligations payable under Merger Agreement, including payment of the Limited Guarantee having been paid in full by the GuarantorMerger Consideration, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any valid termination of the Merger Agreement in accordance with its terms under circumstances set forth in the Merger B-3 Agreement in which Parent and Merger Sub Buyer would not be obligated to pay the Parent Buyer Termination Fee under Section 8.06(band (iii) of the Merger Agreement if payment to the Guaranteed Party has not presented a bona fide written claim for payment by any combination of any Obligation to Buyer and/or the Guarantor by such 90th day; provided that if of the Guaranteed Party has presented such claim to full amount of the Guarantor by such date, Obligations. Notwithstanding any other term or provision of this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoingGuarantee, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the any other provisions of Sections 8, 9, 10, 13 or 14 this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserting any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) Party with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including of Section 1), other than ) or under the Retained Claims (as defined below)Confidentiality Agreement, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (z) neither the Guarantor Guarantor, nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions Merger Agreement or the transactions contemplated by the Merger Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur Obligations are satisfied in full. Notwithstanding the foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earlier of (i) all of the Obligations payable under Effective Time (as defined in the Limited Guarantee having been paid in full by the Guarantor, Merger Agreement) and (ii) the Effective Time, (iii) the termination first anniversary of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated terms, except as to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10first anniversary. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party Company or any of its Affiliates affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties Affiliate (as defined belowhereinafter defined) or, other than its right to recover from Guarantor for up to the amount of the Obligations (subject to the Cap and the other limitations described herein) and other than a suit against Parent or Merger Sub for declaratory relief in connection with obtaining payment hereunder from Guarantor, Parent or Merger Sub, with respect to the transactions contemplated by the Offer and the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party payments, and (ziii) neither the Guarantor nor any Non-Recourse Parties (as defined below) of its Affiliates shall have any liability to the Guaranteed Party or any of its Affiliates Company with respect to the Merger Agreementtransactions contemplated by the Offer, the Equity Commitment Letter, the Transactions Merger Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Guarantee is illegal, invalid or unenforceable in accordance with its terms, then, to the extent the Company prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not will terminate, and be revoked of no further force or terminated and shall remain in full force and effect and shall be binding on effect, upon the Guarantor, its successors and assigns until the earliest to occur earlier of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, and (iiiii) the date that is six (6) months following the date of the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th dayterms; provided provided, that if the Guaranteed Party has presented made a claim under this Limited Guarantee prior to such claim to the Guarantor by such datedate of termination, this Limited Guarantee shall terminate upon the date that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 1013 hereof. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding relating to that any provision of this Limited Guarantee (i) that the provisions of Section 1 limiting the each Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are Maximum Amount is illegal, invalid or unenforceable in whole or in part, (ii) part or that the Guarantor is Guarantors are liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Maximum Amount, or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) Party or, other than its rights to recover from the Guarantors with respect to the Obligations, the Guarantors, Parent or Merger Sub with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the a Guarantor has previously made any payments under this Limited Guarantee, it such Guarantor shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor Guarantors nor any Non-Recourse Parties (as defined below) Party shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger AgreementAgreement and the transactions contemplated thereby, the Equity Commitment Letter, the Transactions Financing or under this Limited Guarantee.

Continuing Guarantee. (a) Subject Until terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations (as such Obligations may be modified pursuant to the last sentence of Section 1 hereof) are satisfied in full. Notwithstanding the foregoing, in addition to any termination arising as provided in the last sentence of this Section 8, this Limited Guarantee shall terminate (other than Section 7 and Sections 9 through 17, all of which shall survive the termination of this Limited Guarantee), and the Guarantor shall have no further liability or obligations under this Limited Guarantee, as of the earliest to occur of (i) all of the Obligations payable under Closing (but only if the Limited Guarantee having Merger shall have been paid consummated and the Required Amounts shall have been funded in full by the Guarantorfull), (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any valid termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay none of the Parent Termination Fee under Section 8.06(bFee, Enforcement Costs or Reimbursement Obligations are payable (a termination pursuant to this clause (ii), an “Applicable Termination”), (iii) with respect to the obligation to make payment of the Parent Termination Fee, the payment to the Guaranteed Party of an aggregate amount equal to the Parent Termination Fee, (iv) with respect to the obligation to make payment of the Enforcement Costs, the payment to the Guaranteed Party of an aggregate amount equal to the Enforcement Costs, (v) with respect to the obligation to make a payment of Reimbursement Obligations, the payment to the Guaranteed Party of such Reimbursement Obligations and (vi) the 180th day after the valid termination of the Merger Agreement if under circumstances in which the Parent Termination Fee, Enforcement Costs or Reimbursement Obligations are payable (a “Qualifying Termination”) unless, prior to such 180th day, the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to commenced an action, suit or legal proceeding in writing against Parent alleging the Parent Termination Fee, Enforcement Costs or Reimbursement Obligations are due and owing or against the Guarantor by that amounts are due and owing from the Guarantor pursuant to Section 1 of this Limited Guaranty (a “Qualifying Suit”); provided, that if a Qualifying Termination has occurred and a Qualifying Suit is made prior to such 90th day; provided , the Guarantor will not have any further liability or obligation under this Limited Guaranty from and after the earliest to occur of (A) the Closing (but only if the Merger shall have been consummated and the Required Amounts shall have been funded in full), (B) a final, non-appealable judgment of a court of competent jurisdiction of such Qualifying Suit determining that if either Parent does not owe the Parent Termination Fee, any Enforcement Costs or any Reimbursement Obligations or that the Guarantor does not owe any amount pursuant to Section 1 of this Limited Guaranty, (C) a written agreement between the Guarantor and the Guaranteed Party has presented such claim to terminating the obligations and liabilities of the Guarantor by such date, pursuant to this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement Guaranty and (D) payment in full of the parties hereto Obligations by the Guarantor or pursuant to Section 10payment of the Parent Termination Fee, any Enforcement Costs and any Reimbursement Obligations by Parent. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in In the event that the Guaranteed Party or any of its controlled Affiliates or any of their respective members, managers, officers, directors, employees, agents or attorneys (“Representatives”) acting on its behalf asserts in writing, any litigation or other proceeding claim relating to this Limited Guarantee (i) Guarantee, or in any action, suit or legal proceeding, that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability monetary obligation to the Cap (to the extent applicable) Maximum Amount or that the provisions of Sections 8, 9, 10, 13 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserts any theory of liability or seeks any remedies against the Guarantor or any Non-Recourse Parties Guarantor/Parent Affiliate other than a Permitted Claim, then, in each case, (as defined belowa) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability all obligations of the Guarantor under this Limited Guarantee (as limited by including the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (xObligations) the obligations of the Guarantor under this Limited Guarantee shall automatically terminate ab initio and shall thereupon be null and void, void and (yb) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover have such payments from refunded by the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under this Limited GuaranteeParty.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations are satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in (except a termination pursuant to which Parent and Merger Sub would not be is obligated to pay the Parent Termination Fee under make a payment pursuant to Section 8.06(b11.04(c) of the Merger Agreement thereof) and (iviii) 90 days after the first anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make any payment under Section 8.06(b11.04(c) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to Parent and Merger Sub or the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10first anniversary. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that liability, the provisions of Sections 8this Section 7, 9, 10, 13 the provisions of Section 8 or 14 Section 9 hereof or the provisions of Section 11.12(a) of the Merger Agreement limiting the liability of the Parent Parties are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserting any theory of liability against the Guarantor Guarantor, Parent, Merger Sub or any Non-Recourse Parties (as defined below) Guarantor Affiliate with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including of Section 1), other than the Retained Claims (as defined below), then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party payments, and (ziii) neither the Guarantor, Parent, Merger Sub or any Guarantor nor any Non-Recourse Parties (as defined below) Affiliate shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, the Transactions Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding 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), then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all of its Obligations have been indefeasibly paid, observed, performed or satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances set forth in the Merger Agreement in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iviii) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated payment to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment by any combination of any Obligation to Parent and/or the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) full amount of the Obligations.. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts (as such term is defined in the Merger Agreement) asserts, directly or indirectly, in any litigation or other proceeding relating to (a) that the Guarantor’s liability is greater than the amount of its Obligations, (b) that the Guarantor’s aggregate liability is greater than the Maximum Aggregate Amount, (c) that any of the other provisions of this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iiid) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) of its respective Parent Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by subject to the provisions hereoflimitations described herein) and such assertion is not immediately and irrevocably waived in writing and withdrawn for all purposes (and, including in no event later than five (5) business day after receipt of written notice from Guarantor to the Guaranteed Party expressly stating that this Limited Guarantee shall terminate unless all such assertions are waived and withdrawn in accordance with this Section 1), other than the Retained Claims (as defined below8 ), then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover all such payments from the Guaranteed Party and (ziii) neither the Guarantor nor any Non-Recourse Parties (as defined below) of its respective Parent Affiliates shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, the Transactions Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)) hereof, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the such Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b9.5(c) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b9.5(c) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the such Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 1010 hereof. No Guarantor shall have no any further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s Guarantors’ maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the any Guarantor is liable in excess of or to a greater extent than the its Guaranteed Percentage of the Obligations any Obligation, or (iii) any theory of liability against the any Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter Agreement or the Transactions or the liability of the any Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the such Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the such Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the such Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns permitted assignees until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing, this Limited Guarantee shall terminate and each Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances set forth in the Merger Agreement in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bor otherwise to make payments pursuant to the Merger Agreement, (iii) the second anniversary of the Merger Agreement date hereof; provided, that this Limited Guarantee shall not so terminate as to any claim for which notice has been given to the Guarantors prior to such termination until final resolution of such claim, and (iv) 90 180 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make payments under Section 8.06(b) 8.5 of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor Guarantors by such 90th 180th day; provided provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by basis for such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10claim. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s Guarantors’ maximum aggregate liability to the Cap (to the extent applicable) or that the any other provisions of Sections 8, 9, 10, 13 or 14 this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, (ii) asserts that any Guarantor is, or the Guarantor is Guarantors are, liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations any Obligation, or (iii) asserts any theory of liability against the any Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter Letters or the Transactions or transactions contemplated by the Merger Agreement other than liability of the Guarantor Guarantors under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (xi) the obligations of the each Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the any Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, and (ziii) neither the none of any Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates affiliates with respect to the Merger Agreement, the Equity Commitment LetterLetters, the Transactions transactions contemplated by the Merger Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to Unless terminated in accordance with the last sentence of Section 3(d)terms set forth herein, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest Reverse Termination Fee (subject to occur of (ithe Cap) all of the Obligations payable under the Limited Guarantee having has been paid in full by full. Notwithstanding the Guarantorforegoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of: (iii) the Effective Time, ; (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Reverse Termination Fee; (iii) the second anniversary of the date hereof (subject to extension until proceedings are resolved and payment of the Reverse Termination Fee under Section 8.06(b(subject to the Cap) has been made if the Guaranteed Party has commenced proceedings with respect to its enforcement of this Limited Guarantee and such proceedings have not been resolved by the second anniversary of the Merger Agreement date hereof); and (iv) 90 365 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Reverse Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation the Reverse Termination Fee to the Guarantor by such 90th 365th day; provided provided, that if the Guaranteed Party has presented such claim to shall set forth in reasonable detail the Guarantor by basis for such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10claim. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the any other provisions of Sections 8, 9, 10, 13 or 14 this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, (ii) asserts that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Cap, or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or transactions contemplated by the Merger Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims then: (as defined below), then (xi) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, ; (yii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party; and (ziii) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions transactions contemplated by the Merger Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and permitted assigns until all of the Guaranteed Percentage of the Obligations (subject to the limitations described herein) under this Limited Guarantee have been indefeasibly paid, observed, performed or satisfied in full, at which time this Limited Guarantee shall terminate in its entirety and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under in any circumstances in other than pursuant to which Parent and Merger Sub would not be obligated to pay make a payment of the Parent Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(e) of the Merger Agreement, (iii) the payment in full of the Obligations, and (iv) 90 days after the three-month anniversary of any termination of the Merger Agreement in accordance with its terms under in any circumstances in pursuant to which Parent and Merger Sub would be obligated to pay make a payment of the Parent Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement if or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(e) of the Guaranteed Party has not presented Merger Agreement, except as to a bona fide written claim for payment of any Obligation to the Guarantor presented in writing by such 90th day; provided that if the Guaranteed Party has presented such claim to Parent, Merger Sub or the Guarantor by on or prior to such datethree-month anniversary (in which case, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of a final and non-appealable judicial or arbitral decision or as agreed in writing by the parties hereto or pursuant to Section 10. otherwise satisfied); provided, that such claim shall set forth the basis for such claim and the Guarantor shall have no further obligations under this Limited Guarantee following not be required to pay any claim not submitted on or before the three-month anniversary of such termination in accordance with this Section 8. (b) of the Merger Agreement. Notwithstanding anything herein to the foregoingcontrary, in the event that the Guaranteed Party or any of its Affiliates the Guaranteed Party Related Persons directly or indirectly asserts in any litigation Action at law or other proceeding relating to this Limited Guarantee (i) in equity or arbitration that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that Cap, the provisions of Sections Section 1 hereof limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8, 9, 10, 13 or 14 Section 9 and Section 18 hereof are illegal, invalid or unenforceable in whole or in part, (ii) asserts that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations (subject to the limitations described herein), or (iii) asserts that any Warburg Entity is liable in excess of or to a greater extent than its Pro Rata Percentage of the Cap, or asserts any theory of liability against Parent, Merger Sub, the Guarantor or any Non-Recourse Parties (as defined below) with respect to or in connection with the Merger AgreementTransaction Agreements, the Equity Commitment Letter any other agreement or the Transactions instrument delivered pursuant to such Transaction Agreements, or the liability any of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1)transactions contemplated hereby or thereby, other than the a Retained Claims (as defined below)Claim, then (xA) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party payments, and (zC) neither the Guarantor Guarantor, nor Parent, nor Merger Sub, nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statue or otherwise) to the Guaranteed Party Party, its Affiliates or any of its Affiliates other person with respect to the Merger AgreementTransaction Agreements, the Equity Commitment Letter, transactions contemplated by the Transactions Transaction Agreements or under this Limited Guaranteeotherwise.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect as to a given Guarantor until such Guarantor’s Pro Rata Percentage of the Guaranteed Obligations have been indefeasibly paid in full (subject to such Guarantor’s Pro Rata Percentage of the Cap). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and no Guarantor shall be binding on the Guarantor, its successors and assigns until have any further obligations under or in connection with this Limited Guarantee as of the earliest to occur of (ia) all the consummation of the Obligations payable under the Limited Guarantee having been paid in full by the GuarantorClosing, (iib) the Effective Time, (iii) the any valid termination of the Merger Agreement pursuant to Section 8.1(a) thereof or in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay where the Parent Termination Fee under is not payable pursuant to the terms of Section 8.06(b8.3(c) of the Merger Agreement Agreement, (c) the satisfaction of the Guarantor’s obligations in respect of the Guaranteed Obligations (subject to the Cap) and (ivd) 90 days after any termination first (1st) anniversary of the Merger Agreement date hereof (unless, in accordance with its terms under circumstances in which Parent the case of clause (b) above and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if this clause (d), the Guaranteed Party has not presented a bona fide written claim for payment of shall have commenced litigation against any Obligation Guarantor under and pursuant to the Guarantor by this Limited Guarantee prior to such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such datetermination, in which case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim is action and satisfaction by such Guarantor of any obligations finally satisfied determined by a court of competent jurisdiction or otherwise resolved agreed in writing between the Guaranteed Party and such Guarantor, in each case to be owed by agreement of such Guarantor, consistent with the parties hereto terms hereof). Notwithstanding the foregoing, or pursuant to Section 10. Guarantor shall have no further obligations under anything express or implied in this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoingor otherwise, in the event that the Guaranteed Party or any of its Affiliates other Company Related Party (as defined in the Equity Commitment Letter), asserts in any litigation or other proceeding relating to in connection with this Limited Guarantee Guarantee, the Merger Agreement, the equity commitment letter by and between the Guarantors and Parent, dated as of the date hereof (the “Equity Commitment Letter”), or any of the transactions contemplated hereby or thereby, any of the following: (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum Guarantors’ aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 7 or 14 Section 8 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the any Guarantor is liable in the aggregate in respect of the Guaranteed Obligations in excess of of, or to a greater extent than the Guaranteed than, such Guarantor’s Pro Rata Percentage of the Obligations Cap, or (iii) any theory of liability (whether at law or in equity whether sounding in contract, tort, statute or otherwise) against the Guarantor or any Non-Recourse Parties Party (as defined belowin Section 8 hereof) with respect to this Limited Guarantee, the Equity Commitment Letter, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee, the Equity Commitment Letter Letter, the Merger Agreement or the Transactions or the liability any of the Guarantor under this Limited Guarantee (as limited by the provisions hereoftransactions contemplated hereby or thereby, including Section 1)in each case, other than the Retained Claims (as defined below)in Section 8 hereof) asserted by the Guaranteed Party against the Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 8 hereof, then then: (x) the obligations of the each Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, ; (y) if the any Guarantor has previously made any payments to the Guaranteed Party under or in connection with this Limited Guarantee, it such Guarantor shall be entitled to recover and retain such payments from the Guaranteed Party payments; and (z) neither the Guarantor Guarantors nor any other Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates other Person in any way under, relating to or in connection with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under this Limited Guarantee, the Transaction Agreements (as defined below) or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest Guarantors’ Guaranteed Obligations (subject to occur of (ithe Cap) all of the Obligations payable under the Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing or anything express or implied in this Limited Guarantee or otherwise, (iithis Limited Guarantee shall terminate and the Guarantors shall have no further obligations under or in connection with this Limited Guarantee as of the earliest of: i) the Effective Time, (iiiif the Closing occurs; ii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay where the Parent Termination Fee under Section 8.06(bis not payable; and iii) in the case of the Merger Agreement and (iv) 90 days after any a termination of the Merger Agreement in accordance with its terms under circumstances in for which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(bis payable, the date falling two hundred seventy (270) days after such termination (unless, in the case of the Merger Agreement if clause (iii) above, the Guaranteed Party has not presented previously made a bona fide written claim under this Limited Guarantee prior to such date with reasonable details for payment the basis of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such dateclaim, in which case this Limited Guarantee shall terminate upon the date final, non- appealable resolution of such claim is action and satisfaction by the Guarantor of any obligations finally satisfied determined or otherwise resolved agreed to be owed by agreement of the parties hereto Guarantor, consistent with the terms hereof). Notwithstanding the foregoing or pursuant to Section 10. Guarantor shall have no further obligations under anything express or implied in this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding or otherwise, except to the foregoingextent caused, directed or requested by either Guarantor, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 ‎1 hereof limiting the Guarantor’s Guarantors’ maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section ‎7 or 14 Section ‎8 hereof are illegal, invalid or unenforceable in whole or in part, (ii) or asserts that the Guarantor is Guarantors are liable in respect of the Guaranteed Obligations in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Cap, or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties Party (as defined belowin Section ‎8 hereof) with respect to this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter any other agreement or the Transactions or the liability of the Guarantor under instrument delivered in connection with this Limited Guarantee (as limited by or the provisions hereofMerger Agreement, including Section 1)or the transactions contemplated hereby or thereby, other than the Retained Claims (as defined belowin Section ‎8 hereof), then then: (xi) the obligations of the Guarantor Guarantors under or in connection with this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (yii) if the any Guarantor has previously made any payments under or in connection with this Limited Guarantee, it such Guarantor shall be entitled to recover and retain such payments from the Guaranteed Party payments, and (ziii) neither the Guarantor Guarantors nor any other Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party Party, its Affiliates or any of its Affiliates other person in any way under or in connection with respect to this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Transactions any other agreement or under instrument delivered in connection with this Limited GuaranteeGuarantee or the Merger Agreement, or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns permitted assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors and permitted assigns, until the Obligation (which shall be subject to the Cap) has been indefeasibly paid in full or this Limited Guarantee has been terminated in accordance with the terms hereof. Notwithstanding the foregoing, or anything else express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guarantee as of the earliest to occur of (i) all of the Obligations payable under Closing Date if, and only if, the Limited Guarantee having been paid in full by the GuarantorClosing occurs, (ii) the Effective Time, date that is sixty (iii60) the days following any valid termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and Agreement, unless prior to such date the Guaranteed Party or under circumstances shall have commenced proceedings in a Chosen Court (as defined below) to enforce this Limited Guarantee (but in all cases, subject to the Cap), in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim is proceedings and satisfaction by the Guarantor of any obligations finally satisfied determined or otherwise resolved agreed to be owed by agreement the Guarantor, consistent with the terms hereof, (iii) the payment to the Guaranteed Party in full of any Obligation or payments in an aggregate amount equal to the Cap, and (iv) the funding of the parties hereto GPC Commitment (as defined in the GPC Equity Commitment Letter) under the GPC Equity Commitment Letter. Notwithstanding any other term or pursuant to Section 10. Guarantor shall have no further obligations under provision of this Limited Guarantee, or anything express or implied in this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding the foregoingor otherwise, in the event that the Guaranteed Party or any of its Affiliates (A) asserts in writing, or directs any litigation or other proceeding relating Person to this Limited Guarantee (i) assert in writing, that the provisions of Section 1 hereof (or Section 1 of the Other Limited Guarantee) limiting the Guarantor’s maximum aggregate or the Other Guarantor’s liability to the applicable Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 this Section 8 or 14 Section 9 hereof (or Section 8 or Section 9 of the Other Limited Guarantee) are illegal, invalid or unenforceable in whole or in part, (ii) or that any of the Guarantor or the Other Guarantor is liable in respect of the Obligation in excess of or to a greater extent than the Guaranteed Percentage of applicable Cap, or asserting that the Obligations Obligation shall be payable more than once, or (iiiB) seeks any remedies against, or asserts any theory of liability against the Guarantor or any Non-Recourse Parties Party (as defined belowin Section 9) with respect to the Merger Agreement, any of the Equity Commitment Letter Letters, any of the Limited Guarantees or any other agreement or instrument delivered in connection with the Merger Agreement, any of the Equity Commitment Letters, any of the Limited Guarantees, or the Transactions transactions contemplated hereby or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1)thereby, other than the Retained Claims (as defined below)in Section 9 hereof) asserted against the Non-Recourse Parties as contemplated by Section 9, then or (C) seeks any remedies against the Guarantor, the Other Guarantor or any of their respective Affiliates, other than those remedies expressly provided against Parent under the Merger Agreement or expressly provided against the Guarantor or the Other Guarantor under the Limited Guarantees or the Equity Commitment Letters, then, in any such instance (x) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under or in connection with this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party Party, together with reasonable out-of-pocket expenses (including reasonable fees of counsel) incurred by the Guarantor in connection with the enforcement of its rights hereunder, and (z) neither none of the Guarantor, the Other Guarantor nor or any other Non-Recourse Parties (as defined below) Party shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any of its Affiliates other person or entity in any way under or with respect to this Limited Guarantee, the Other Limited Guarantee, any of the Equity Commitment Letters or the Merger Agreement, or the transactions contemplated by the Merger Agreement, the Equity Commitment Letter, Letters or the Transactions or under this Limited GuaranteeGuarantees.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations have been indefeasibly paid in full. Notwithstanding the foregoing, this Limited Guarantee will terminate, and be of no further force or effect, upon the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective Time, (iiib) in the case of the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or in circumstances where Holdco and Parent would not have any Obligations, immediately upon such termination, and (c) in the Guaranteed Party or case of a termination of the Merger Agreement under circumstances in which Holdco or Parent and Merger Sub would not be obligated to pay have any Obligations, the Parent Termination Fee under Section 8.06(bdate that is six (6) months following the date of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90th day; provided (provided, that if the Guaranteed Party has presented made a claim under this Limited Guarantee prior to such claim to the Guarantor by such datedate of termination, this Limited Guarantee shall terminate upon the date earlier of (i) a final, non-appealable resolution of such claim is finally satisfied or otherwise resolved and payment of the Guarantors’ obligations hereunder (subject to each Guarantor’s Maximum Amount), if applicable and (ii) a written agreement signed by agreement each of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under terminating this Limited Guarantee following termination in accordance with this Section 8Guarantee. (b) ). Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding relating to that any provision of this Limited Guarantee (i) that the provisions of Section 1 limiting the each Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 Maximum Amount are illegal, invalid or unenforceable in whole or in part, (ii) part or that the Guarantor is Guarantors are liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations Maximum Amount, or (iii) asserts any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) Party or, other than its rights to recover from the Guarantors with respect to the Obligations, the Guarantors, Holdco, Parent or Merger Sub with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the a Guarantor has previously made any payments under this Limited Guarantee, it such Guarantor shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor Guarantors nor any Non-Recourse Parties (as defined below) Party shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger AgreementAgreement and the transactions contemplated thereby, the Equity Commitment Letter, the Transactions Financing or under this Limited Guarantee.

Continuing Guarantee. Unless terminated pursuant to this Section 6, this Guarantee (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall will remain in full force and effect until the indefeasible payment and shall satisfaction in full (subject to each Guarantor’s Cap) of all of the Guaranteed Obligations; (b) will be binding on the Guarantor, upon each Guarantor and its successors and assigns until assigns; and (c) will inure to the benefit of, and be enforceable by, the Company and its respective successors, transferees and assigns. Notwithstanding the foregoing, this Guarantee will terminate automatically and immediately without the giving of notice, and no Guarantor will have any further rights or obligations pursuant to this Guarantee, as of the earliest to occur of (i) all the Closing in accordance with the terms of the Obligations payable under Merger Agreement, including the Limited Guarantee having been paid in full payment by the Guarantor, Parent and Merger Sub of all amounts contemplated by Article II thereof; (ii) the Effective Time, (iii) the valid termination of the Merger Agreement in accordance with its terms Section 8.1(a) thereof by mutual consent of Parent and the Guaranteed Party parties thereto or under in any other circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bis not due; (iii) of two months following the date on which the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement is validly terminated in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) when any portion of the Merger Agreement if the Guaranteed Party has not presented a bona fide written Obligations is payable, except that any claim for payment of any Obligation of the Guaranteed Obligations presented by the Company to Parent, Merger Sub or the Guarantors during such two month period will survive such termination until finally resolved; (iv) performance of the Guaranteed Obligations pursuant to the Guarantor by such 90th dayterms hereof; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon and (v) the date such claim is finally satisfied of commencement of any Claim by the Company or otherwise resolved any Company Related Party prohibited by agreement Section 4 of this Guarantee. In the event of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8. (b) Notwithstanding commencement of any Claim of the foregoing, type specified in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee above clause (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1v), other than the Retained Claims (as defined below), then then: (x) the obligations Guaranteed Obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the any Guarantor has shall have previously made any payments under this Limited Guarantee, it shall be entitled to recover and retain any and all such payments from the Guaranteed Party payments, and (z) neither the Guarantor Guarantors nor any other Non-Recourse Parties (as defined below) Party shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party Company or any of its Affiliates other Person or entity in any way under or in connection with respect to this Guarantee, the Merger AgreementAgreement or any other agreement or instrument delivered in connection therewith, or the Equity Commitment Letter, the Transactions transactions contemplated hereby or under this Limited Guaranteethereby.

Continuing Guarantee. (a) Subject Until terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until the Obligations are satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate (other than Section 7 and Sections 9 through 18, all of which shall survive the termination of this Limited Guarantee), and the Guarantors shall have no further obligations or liabilities under this Limited Guarantee, as of the earliest of: (i) the Closing, (ii) the date that is 120 days from the date of the termination of the Merger Agreement under circumstances in which any of the Obligations may be payable (unless the Guaranteed Party has commenced a lawsuit against Parent alleging that Parent Willful Breach Damages or Reimbursement Obligations are due and payable or against the Guarantor and the other Guarantors that amounts are due and owing from the Guarantor pursuant to Section 5 of this Limited Guarantee and by the other Guarantors pursuant to Section 1 of the Other Guarantor Limited Guarantees prior to such date, in which case the relevant date shall be the earliest date to occur of (iA) all a final judicial determination of such lawsuit, (B) written agreement of the Guaranteed Party, the Guarantors and the Other Guarantors terminating the Obligations and other liabilities of the Guarantors pursuant to this Limited Guarantee and the Other Guarantors pursuant the Other Guarantor Limited Guarantees and (C) the payment of the Obligations then payable under the Limited Guarantee having been paid in full Guarantors or payment of the Parent Willful Breach Damages and the Reimbursement Obligations to the extent then payable by the Guarantor, (ii) the Effective Time, Parent); (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) none of the Merger Agreement and Obligations may be payable; and (iv) 90 days after any termination the payment by the Guarantors of an amount sufficient to satisfy the Merger Agreement in accordance Obligations (which, for the avoidance of doubt, shall not exceed the Cap and, with its terms under circumstances in which Parent and Merger Sub would be obligated respect to pay each Guarantor, shall not exceed such Guarantor’s Maximum Amount) or the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if receipt by the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation an amount equal to the Guarantor by such 90th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8Parent Willful Breach Damages and any Reimbursement Obligations. (b) Notwithstanding the foregoing, in In the event that the Guaranteed Party or any of its controlled Affiliates or any of their respective Representatives (as defined in the Equity Commitment Letter) acting on their behalf or any of their respective successors or assigns asserts in any litigation or other proceeding relating to this Limited Guarantee (i) Action that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability Guarantors’ monetary obligation to the Cap (or any Guarantor’s monetary obligation to the extent applicable) such Guarantor’s Maximum Amount or that the provisions of Sections 8, 9, 10, 13 or 14 Section 9 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) asserts any theory of liability or seeks any remedies against the Guarantor or any Non-Recourse Parties (as defined below) with respect Guarantor/Parent Affiliate other than a Permitted Claim against a Guarantor/Parent Affiliate to the Merger Agreement, extent permitted in accordance with the Equity Commitment Letter or the Transactions or the liability and this Limited Guarantee, then, in each case, (a) all obligations of the Guarantor Guarantors under this Limited Guarantee (as limited by including the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (xObligations) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, void and (yb) if the any Guarantor has previously made any payments under this Limited Guarantee, Guarantee it shall be entitled to recover have such payments from refunded by the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under this Limited GuaranteeParty.