Common use of Continuing Guarantee Clause in Contracts

Continuing Guarantee. This Limited Guarantee 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 foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier of (a) the Effective Time (as defined in the Merger Agreement), (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; 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 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. This (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 all amounts the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under this Limited Guarantee have having been indefeasibly paid or satisfied in full. Notwithstanding full to the foregoing, this Limited Guarantee shall terminate and Guaranteed Party by the Guarantor shall have no further obligations under this Limited Guarantee as (or by any other person, including Parent or Merger Sub, on behalf of the earlier of Guarantor), (aii) the Effective Time (as defined in the Merger Agreement)Time, (biii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the parties Guaranteed Party or under circumstances in which neither the Parent nor and Merger Sub would not be obligated to make any payments pay the Parent Termination Fee under Section 7.6(c8.06(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 (civ) the first anniversary of ninety (90) days after any termination of the Merger Agreement in accordance with its terms, except as 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 or pay any other amounts under Section 8.06(c) or Section 6.07(c) of the Merger Agreement unless the Guaranteed Party has initiated a bona fide written claim or other legal proceeding in accordance with the terms of the Merger Agreement for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification Obligations on or waiverbefore such ninetieth (90th) day; provided that if the Guaranteed Party has initiated a written claim or legal proceeding on or before such ninetieth (90th) day, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if 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 has previously made any payments shall have no further obligations under this Limited Guarantee, it shall be entitled to recover such payments; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable following termination 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 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 proceedingthis Section 8.

Continuing Guarantee. This Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and permitted assigns until all amounts payable of the Guaranteed Percentage of the Obligations (subject to the Cap) under this Limited Guarantee have been indefeasibly paid 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 earlier earliest to occur of (ai) the Effective Time (as defined in the Merger Agreement)Time, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under in any circumstances in other than pursuant to which neither the Parent nor Merger Sub would be obligated to make a payment of the Merger Sub Termination Fee in accordance with Section 8.06(b) of the Merger Agreement or pay any payments other amounts under Section 7.6(cSections 8.06(c) or 8.06(f) of the Merger Agreement, (ciii) the first anniversary payment in full of the Obligations, and (iv) the date that is ninety (90) days after any termination of the Merger Agreement in accordance with its termsterms in any circumstances pursuant to which Merger Sub would be obligated to make a payment of the Merger Sub Termination Fee 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, except as to a claim for payment of any Obligation presented in writing by the Company Guaranteed Party to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect on or prior to the Merger as a result of the modification or waiver, in a manner adverse to Parent or the Guarantor or the Other Guarantors, of the provisions date that is ninety (90) days after such termination of the Merger Agreement relating (in which case, the date such claim is resolved by a final and non-appealable judicial or arbitral decision or as agreed in writing by the parties hereto or 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 the date that is ninety (90) days after such termination of the Merger Agreement. Notwithstanding anything herein 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). Notwithstanding the foregoingcontrary, in the event that the Company 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 in equity or arbitration that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap Cap, the provisions of Section 1 hereof limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8 or 8, Section 9 and Section 18 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in excess of or asserting to a greater extent than the Guaranteed Percentage of the Obligations (subject to the Cap), or asserts any theory of liability against Merger Sub, the Guarantor or any Affiliate of the Guarantor Non-Recourse Parties (as defined below) with respect to or in connection with the Transaction Agreements, any other agreement or instrument delivered pursuant to such Transaction Agreements, or any of the transactions contemplated by the Merger Agreement hereby or thereby, other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)a Retained Claim, then (iA) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (iiB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; provided, howeverand (C) neither the Guarantor, that if the Guarantor asserts nor Merger Sub, nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in any litigation equity, whether sounding in contract, tort, statue or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject otherwise) to the effects of bankruptcyGuaranteed Party, 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, with respect to the extent Transaction Agreements or the Company prevails in such litigation or proceeding, transactions contemplated by the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company in connection with such litigation or proceedingTransaction Agreements.

Continuing Guarantee. This (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 all amounts the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under this the Limited Guarantee have having been indefeasibly paid or satisfied in full. Notwithstanding full by the foregoingGuarantor, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier of (aii) the Effective Time (as defined in the Merger Agreement)Time, (biii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the parties Guaranteed Party or under circumstances in which neither the Parent nor and Merger Sub would not be obligated to make any payments pay the Parent Termination Fee under Section 7.6(c8.06(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 (civ) the first anniversary of ninety (90) days after any termination of the Merger Agreement in accordance with its termsterms 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 or pay any other amounts under Sections 8.06(c), except as to 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification Obligations on or waiverbefore such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if 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 has previously made any payments shall have no further obligations under this Limited Guarantee, it shall be entitled to recover such payments; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable following termination 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 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 proceedingthis Section 8.

Continuing Guarantee. This Limited Guarantee 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 the Obligations have been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate will terminate, and the Guarantor shall have be of no further obligations under this Limited Guarantee as of force or effect, immediately following the earlier earliest of (ai) the Effective Time (as defined in the Merger Agreement)Closing, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or under circumstances in which neither the Parent nor and Merger Sub would be obligated to make do not have any payments under Section 7.6(c) of the Merger Agreementunpaid Obligations, (ciii) 30 days following the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to terms under circumstances in which Parent or Merger Sub have any unpaid Obligations unless a claim for such a payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, has been made in writing prior thereto and (div) the undersigned’s terminating its obligations with respect to date that is twelve (12) months after the Merger as a result of the modification or waiver, in a manner adverse to Parent 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)date hereof. Notwithstanding the foregoing, (1) the parties hereto acknowledge and agree that this Limited Guarantee shall not terminate for so long as a claim made in accordance with clause (iii) above remains unresolved, and (2) in the event that the Company Guaranteed Party or any of its affiliates controlled Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof this Limited Guarantee limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof Maximum Amount are illegal, invalid or unenforceable in whole or in part, or asserting asserts any theory of liability against any Non-Recourse Party or, other than its rights to recover from the Guarantor or with respect to the Obligations, any Affiliate of the Guarantor Guarantor, Parent and/or Merger Sub with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Agreement, then (ix) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (iiy) if the Guarantor has previously made any payments under this Limited Guarantee, it the Guarantor shall be entitled to recover such payments; providedpayment(s) and (z) neither Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, however, that if the Guarantor asserts in any litigation Financing or other proceeding that under 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 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 proceedingGuarantee.

Continuing Guarantee. This Limited Guarantee shall remain in full force and effect and shall be binding on the Limited Guarantor, its successors and assigns until all amounts payable under this Limited Guarantee have been indefeasibly paid or the Obligations are satisfied in full. Notwithstanding the foregoingThe 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 (ai) the Effective Time (as defined in but only if Parent’s obligation pursuant to Section 2.2(a) of the Merger Agreement), Agreement shall have been performed in full) and (bii) the first anniversary of the termination of the Merger Agreement in accordance with its terms by mutual consent of if the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to Company has not presented a claim for payment of any Obligation presented by of the Company Obligations to Parent, Parent and Merger Sub or the any Limited Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates subsidiaries or Controlled Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Limited Guarantor’s liability to the amount of the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Limited Guarantor, the Limited Guarantor Representatives, Parent or any Affiliate of the Guarantor Parent Affiliates with respect to the transactions contemplated by the Merger Agreement other than the liability of the Limited Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), or if the 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 (i) the obligations of the Limited Guarantor under this Limited Guarantee Letter Agreement shall terminate ab initio and be null and void, and (ii) if the Limited Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Limited Guarantor nor any of its affiliates shall have any liability to the Company with respect to the transactions contemplated by the Merger 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, 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 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. This Unless terminated pursuant to this Section 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 all amounts payable under this Limited Guarantee have of the Guaranteed Percentage of the Obligations (subject to the limitations described herein) has been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations obligation under this Limited Guarantee as of the earlier earliest of (a) the Effective Time (as defined in the Merger Agreement)Time, (b) the termination of the Merger Agreement in accordance with its terms by mutual consent (other than a termination of the parties or under circumstances Merger Agreement for which the Obligation is, in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(caccordance with Sections 9.2(c) and (f) of the Merger 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 first anniversary of any termination payment in full of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversaryObligations, and (d) the undersigned’s terminating its obligations with respect 120th day after a Qualifying Termination unless prior to the 120th day after such Qualifying Termination, the Guaranteed Party shall have commenced a legal proceeding against Parent or Merger as Sub alleging any Obligation is due and owing or against the Guarantor alleging amounts payable by the Guarantor to the Guaranteed Party under this Limited Guarantee, in which case this Limited Guarantee shall terminate upon either (i) a result final, non-appealable resolution of such claim and payment of the modification Obligations, if applicable or waiver, in (ii) a manner adverse to written agreement signed by each of the parties hereto terminating this Limited Guarantee. If any payment or payments made by Parent or Merger Sub or any part thereof in respect of the Guarantor Obligation, 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 Other Guarantorsextent 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 institutes any suit, action or proceeding or makes any claim (A) asserting that any 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof this Limited Guarantee limiting the Guarantor’s liability under clause (i) of this Section 1(a) to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in partpart or that the Guarantor is liable in excess of or to a greater extent than the Cap with respect to the Guarantor’s liability under clause (i) of this Section 1(a), or asserting (B) asserts any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement Non-Recourse Party other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Retained Claims, then (i1) the obligations Obligation of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii2) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; providedpayments from the Guaranteed Party, howeverand (3) neither the Guarantor, that if the Guarantor asserts in Parent, Merger Sub nor any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject Non-Recourse Party shall have any liability to the effects Guaranteed Party or any 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, its Affiliates with respect to the extent transactions contemplated by the Company prevails in such litigation or proceedingTransaction Agreements, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of transactions contemplated by the Company in connection with such litigation Transaction Agreements or proceedingotherwise.

Continuing Guarantee. This (a) Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, his, her or its successors and assigns until all amounts the Guaranteed Obligations (subject to the Cap) payable under this Limited Guarantee have been completely, irrevocably and indefeasibly paid 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 foregoingforegoing 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 earlier earliest to occur of (ai) the Effective Time (as defined in the Merger Agreement)Closing, (bii) subject to the Cap, 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 by mutual consent 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 Parent to the Guaranteed Party pursuant to Section 9.5(d) of the Merger Agreement having been made, (x) as otherwise agreed to in writing by the parties or hereto, (y) under circumstances in which neither the Parent nor and Merger Sub would not be obligated to make any payments under Section 7.6(c) pay the Parent Termination Fee pursuant to the provisions of the Merger Agreement, or (cz) the first anniversary of any one hundred and twenty days have elapsed following such termination of the Merger Agreement Agreement, unless, solely in accordance with its termsthe case of this sub clause (z), except as to a claim for payment of any Obligation the Guaranteed Obligations is presented in writing by the Company Guaranteed Party to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect on or prior to the Merger as a result last day of the modification or waiversuch one hundred and twenty day period (in which case, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and on the date such claim is (I) resolved by 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 (III) otherwise satisfied, and, in each case, the Guaranteed Obligations finally determined or agreed to be null and voidowed by the Guarantor have been satisfied in full) (provided, that such claim shall set forth in reasonable detail the basis for such claim, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; 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 Company prevails in such litigation or proceeding, the Guarantor shall not be required to pay any claim not submitted to Guarantor on demand all reasonable fees or before the one hundred and out of pocket expenses twentieth day after such termination of the Company in connection with such litigation or proceedingMerger Agreement).

Continuing Guarantee. This Unless terminated pursuant to this Section 7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on until the Guarantor, its successors and assigns until all amounts payable under this Limited Guarantee Guaranteed Obligations have been indefeasibly paid or satisfied in full, and shall inure to 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 earlier of earliest of: (a) the Effective Time (as defined consummation of the Closing, if the Closing occurs and the amounts required to in order to fund the Merger Agreement), Consideration and the other required payments under the Transaction Agreement have been funded; (b) the payment in full of the Guarantor Percentage of the Guaranteed Obligations; (c) termination of the Merger Transaction Agreement in accordance with its terms by mutual consent of the parties thereto or under in circumstances in which neither where the Parent nor Merger Sub would be is not obligated to make pay the Parent Termination Fee or any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, Guaranteed Obligations; and (d) the undersigned’s terminating its obligations with respect to six (6) month anniversary after the Merger as a result of the modification or waiverTermination Date (unless, in a manner adverse to Parent or the case of clauses (c) and (d) above, the Guaranteed Party shall have commenced litigation against the Guarantor under and pursuant to this Limited Guarantee prior to such termination, in which case this Limited Guarantee shall terminate upon the final, non-appealable resolution of such action, either by judicial determination or pursuant to an agreement between the Other Guarantors, of the provisions of the Merger Agreement relating to the Termination Fee, the Acquiror Expenses or the Reverse Termination Fee (Guaranteed Party and the Company hereby agrees that Guarantor and satisfaction by the Guarantor may terminate such obligations as a result of any such modification obligations finally determined or waiveragreed to be owed by the Guarantor, consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Company Guaranteed Party or any of its affiliates controlled Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 7 or Section 9 8 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in respect of Guaranteed Obligations, in the aggregate, in excess of or asserting to a greater extent than the Cap, or asserts any theory of liability against the Guarantor or any Affiliate of the Guarantor Non-Recourse Party (as defined in Section 8 hereof) with respect to this Limited Guarantee, the Equity Commitment 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 contemplated by the Merger Agreement hereby or thereby, in each case, other than the liability of the Guarantor under this Limited Guarantee Retained Claims (as limited by the provisions of defined in Section 18 hereof), then then: (i) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, and ; (ii) 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; provided, however, that if and (iii) neither the Guarantor asserts nor any other 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 other Person in any litigation way under 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 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 this Limited Guarantee, the Equity Commitment Letter, the Transaction Agreement, any other agreement or proceedinginstrument 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. This Subject to Section 3(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 all amounts payable under this Limited Guarantee the Guaranteed Obligations have been indefeasibly paid or satisfied in full. 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 earlier of earliest of: (a) the Effective Time (as defined in Time, if the Merger Agreement), Closing occurs; (b) in the case of a termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or under in circumstances in which neither where the Parent nor Merger Sub would be obligated Termination Fee pursuant to make any payments under Section 7.6(c) of the Merger AgreementAgreement is not payable, upon such termination; and (c) in the first anniversary case of any a termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by which the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect Parent Termination Fee pursuant to the Merger as a result of Agreement is payable, the modification or waiverdate falling 120 days after such termination (unless, in the case of clause (c) above, the Guaranteed Party has previously made a manner adverse claim under this Limited Guarantee prior to Parent or such date, in which case this Limited Guarantee shall terminate upon the final, non-appealable resolution of such claim and satisfaction by 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 obligations finally determined or waiveragreed to be owed by the Guarantor, consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in any litigation or other proceeding that (i) the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap and limiting the Guaranteed Party’s enforcement hereof to the payment of money only or (ii) the provisions of this Section 8 7 or Section 9 8 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in respect of the Guarantees Obligations in excess of or asserting to a greater extent than the Cap, or asserts any theory of liability against the Guarantor or any Affiliate of the Guarantor Non-Recourse Party (as defined in Section 8 hereof) with respect to the Equity Commitment Letter, the Merger Agreement, the Support Agreements or the transactions contemplated thereby, other than Retained Claims (as defined in Section 8 hereof) asserted by the Merger Agreement other than the liability of Guaranteed Party against the Guarantor under this Limited Guarantee and the Non-Recourse Parties against which such Retained Claims may be asserted pursuant to Section 8, then: (as limited by the provisions of Section 1), then (ix) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, and (iiy) 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; provided, however, that if and (z) neither the Guarantor asserts nor 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 other Person in any litigation way under or in connection with this Limited Guarantee, the Merger Agreement, any other proceeding that agreement or instrument delivered in connection with this Limited Guarantee is illegalor the Merger Agreement (including, invalid or unenforceable in accordance with its termswithout limitation, 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 lawEquity Commitment Letter), then, to or the extent the Company prevails in such litigation transactions contemplated hereby 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 proceedingthereby.

Continuing Guarantee. This Limited Guarantee 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 foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier of (ai) the Effective Time (as defined in the Merger Agreement), ) and (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (cii) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s 's liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate (as hereinafter defined) or, other than liability of other than its right to recover from Guarantor for up to the amount of the Guarantor 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 other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Agreement, then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate shall have any liability to the Company with respect to the transactions contemplated by the Merger Agreement or under this 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 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. This Limited Guarantee guarantee shall remain in full force and effect be a continuing guarantee and shall be binding on as a continuing obligation of the Guarantor, its successors and assigns until . For all amounts payable under this Limited Guarantee have been indefeasibly paid 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 purposes of the earlier of (a) the Effective Time (as defined in the Merger Agreement), (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee hereunder including without limitation the calculation of the amount of the Liabilities at any time, every sum of money which is now or which may hereafter from time to time be due or owing to any Creditor by any Debtor (as limited or would have become so due or owing were it not for the insolvency, bankruptcy, reorganization or winding-up of such Debtor) shall be deemed to be and to continue due and owing to such Creditor until the same shall be actually paid in cash to such Creditor, notwithstanding the insolvency, bankruptcy, reorganization or winding-up of such Debtor or any other event whatsoever. The Guarantor agrees that, if at any time all or any part of any payment previously applied by any Creditor to any of the provisions Liabilities is or must be rescinded or returned by such Creditor for any reason whatsoever (including without limitation the insolvency, bankruptcy, reorganization or winding-up of Section 1a Debtor), then (i) such Liability shall, for the obligations purpose of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; 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), thenguarantee, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by such Creditor, and this guarantee shall continue to be effective or be reinstated, as the Company prevails in case may be, as to such litigation Liability, all as though such application had not been made. No assurance, security or proceedingpayment which may be rescinded or avoided under any law relating to insolvency, bankruptcy, reorganization or winding-up and no release, settlement, discharge or arrangement which may have been given or made on the faith of any such assurance, security or payment shall prejudice or affect the right of the Creditors to recover from the Guarantor to the full extent of this guarantee as if such assurance, security, payment, release, settlement, discharge or arrangement had never been granted, given or made. Any such release, settlement, discharge or arrangement shall pay as between the Creditors and the Guarantor, be deemed to have been given or made upon the express condition that it shall become and be wholly void and of no effect if the assurance, security or payment on demand the faith of which it was made or given shall at any time thereafter be rescinded or avoided as aforesaid, to the intent so that the Creditors shall become and be entitled at any time after any such recission or avoidance to exercise all reasonable fees and out of pocket expenses or any of the Company in connection with rights conferred upon the Creditors hereunder and of all other rights which by virtue and as a consequence of this guarantee the Creditors would have been entitled to exercise but for such litigation release, settlement, discharge or proceedingarrangement.

Continuing Guarantee. This Limited Unless terminated pursuant to this Section 8, this Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on until the Guarantor, its successors and assigns until all amounts payable under this Limited Guarantee Guaranteed Obligations have been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, this Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guarantee as of the earlier of earliest of: (ai) the Effective Time (as defined in Time, if the Closing is consummated and all amounts to be paid by Parent at the Closing pursuant to the Merger Agreement)Agreement are so paid; (ii) termination of the Merger Agreement in accordance with its terms under circumstances where no Parent Termination Fee or any other amount is payable, (biii) the three (3) month anniversary after the termination of the Merger Agreement in accordance with its terms by mutual consent and (iv) the fifteen (15) month anniversary of the parties or date of this Guarantee (unless, in the case of clauses (iii) and (iv) above, the Guaranteed Party shall have commenced litigation against the Guarantor under circumstances and pursuant to this Guarantee prior to such termination, in which neither case this Guarantee shall terminate upon the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) final, non-appealable resolution of such action and satisfaction by the Merger Agreement, (c) the first anniversary Guarantor of any termination of the Merger Agreement in accordance with its terms, except as obligations finally determined or agreed to a claim for payment of any Obligation presented be owed by the Company to ParentGuarantor, Merger Sub or consistent with the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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 waiverterms hereof). Notwithstanding the foregoing, or anything express or implied in this Guarantee or otherwise, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in respect of Guaranteed Obligations in excess of or asserting to a greater extent than the Cap, or asserts any theory of liability against the Guarantor or any Affiliate of the Guarantor Non-Recourse Party (as defined in 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, the Merger Agreement or the transactions contemplated hereby or thereby, in each case, other than Retained Claims (as defined in Section 9 hereof) asserted by the Merger Agreement other than Guaranteed Party against the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 1)9, then then: (i) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, and ; (ii) 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; provided, however, that if and (iii) neither the Guarantor asserts nor any other 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 other Person in any litigation way under 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 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 this Guarantee, the Equity Commitment Letter, the Merger Agreement, any other agreement or proceedinginstrument delivered in connection with this Guarantee, the Merger Agreement or the transactions contemplated hereby or thereby.

Continuing Guarantee. This Limited Guarantee shall remain in full force and effect and shall be binding on Subject to the Guarantor, its successors and assigns until all amounts payable under this Limited Guarantee have been indefeasibly paid or satisfied in full. Notwithstanding the foregoinglast sentence of Section 3 hereof, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations Obligation under this Limited Guarantee as of the earlier of (a) the Effective Time (as defined in the Merger Agreement)Acceptance Date, (b) the termination of the Merger Acquisition Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreementwhere no Termination Fee is payable, (c) the first anniversary of any termination of Obligation payable under this Limited Guarantee has been paid in full (subject to the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, Cap) and (d) the undersigned’s terminating its obligations with respect three (3) month anniversary of the date of termination of the Acquisition Agreement if the Guaranteed Party has not presented a claim for payment hereunder to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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 by such obligations as a result of any such modification or waiver)date. Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its subsidiaries or affiliates asserts in any litigation or other proceeding that the provisions of hereof (including, without limitation, Section 1 hereof hereof) limiting the Guarantor’s liability to the Cap or the any other provisions of this Section 8 or Section 9 hereof Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Guarantor Affiliate of the Guarantor or Purchaser with respect to the transactions contemplated by the Merger Acquisition Agreement or this Limited Guarantee other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of hereunder, including Section 1), then (ix) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (iiy) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; providedpayments from the Guaranteed Party, however, that if and (z) neither the Guarantor asserts in nor any litigation Guarantor Affiliates or other proceeding that Purchaser Affiliates shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Acquisition Agreement or under 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 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 proceedingGuarantee.

Continuing Guarantee. This Subject to Section 3(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 all amounts payable under this Limited Guarantee the Guaranteed Obligations have been indefeasibly paid or satisfied in full. 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 earlier of earliest of: (a) the Effective Time (as defined in Time, if the Merger Agreement), Closing occurs; (b) in the case of a termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or under in circumstances in which neither where the Parent nor Merger Sub would be obligated Termination Fee or other payments pursuant to make any payments under Section 7.6(c) of the Merger AgreementAgreement are not payable, upon such termination; and (c) in the first anniversary case of any a termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by which the Company to Parent, Merger Sub Parent Termination Fee or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect other payments pursuant to the Merger as a result of Agreement are payable, the modification or waiverdate falling 90 days after such termination (unless, in the case of clause (c) above, the Guaranteed Party has previously made a manner adverse claim under this Limited Guaranty prior to Parent or such date, in which case this Limited Guaranty shall terminate upon the final, non-appealable resolution of such action and satisfaction by 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 obligations finally determined or waiveragreed to be owed by the Guarantor, consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in any litigation or other proceeding that (i) the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap and limiting the Guaranteed Party’s enforcement hereof to the payment of money only or (ii) the provisions of this Section 8 7 or Section 9 8 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in respect of the Guarantees Obligations in excess of or asserting to a greater extent than the Cap, or asserts any theory of liability against the Guarantor or any Affiliate of the Guarantor Non-Recourse Party (as defined in Section 8 hereof) with respect to the transactions contemplated by Equity Commitment Letters, the Merger Agreement or the transactions contemplated thereby, other than Retained Claims (as defined in Section 8 hereof) asserted by the liability of Guaranteed Party against the Guarantor under this Limited Guarantee and the Non-Recourse Parties against which such Retained Claims may be asserted pursuant to Section 8, then: (as limited by the provisions of Section 1), then (ix) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, and (iiy) 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; provided, however, that if and (z) neither the Guarantor asserts nor 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 other Person in any litigation way under or in connection with this Limited Guarantee, the Merger Agreement, any other proceeding that agreement or instrument delivered in connection with this Limited Guarantee is illegalor the Merger Agreement (including, invalid or unenforceable in accordance with its termswithout limitation, 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 lawEquity Commitment Letters), then, to or the extent the Company prevails in such litigation transactions contemplated hereby 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 proceedingthereby.

Continuing Guarantee. 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 all amounts of the Obligations payable under this the Limited Guarantee have been indefeasibly paid 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 earlier earliest of (ai) the Effective Time (as defined in the Merger Agreement)Time, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the parties or Guaranteed Party under circumstances set forth in the Merger Agreement in which neither the Parent nor and Merger Sub would not be obligated to pay the Parent Fee or otherwise to make any payments under Section 7.6(c) of pursuant to the Merger Agreement, (ciii) the first second anniversary of the 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) 180 days after any termination of the Merger Agreement in accordance with its terms, except as terms under circumstances in which Parent and Merger Sub would be obligated to make payments under Section 8.5 of the Merger Agreement if the Guaranteed Party has not presented a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary180th day; provided, and (d) that such claim shall set forth in reasonable detail the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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 basis for such obligations as a result of any such modification or waiver)claim. Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap or the that any other provisions of this Section 8 or Section 9 hereof Limited Guarantee are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in excess of or asserting to a greater extent than its Guaranteed Percentage of any Obligation, or asserts any theory of liability against the Guarantor or any Affiliate of the Guarantor Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letters or the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of hereof, including Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; providedpayments from the Guaranteed Party, however, that if and (iii) neither the Guarantor asserts in nor any litigation Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or other proceeding that any of its affiliates with respect to the Merger Agreement, the Equity Commitment Letters, the transactions contemplated by the Merger Agreement or under 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 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 proceedingGuarantee.

Continuing Guarantee. This Limited Guarantee 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 Limited Guarantee Commitment Agreement have been indefeasibly paid paid, observed, performed or satisfied in full. Notwithstanding the foregoing, this Limited Guarantee Commitment Agreement shall terminate and the Guarantor ACAS shall have no further obligations under this Limited Guarantee Commitment Agreement as of the earlier earliest to occur of (ai) the Effective Time (as defined in Closing and the payment of the aggregate Merger Agreement)Consideration, (bii) receipt in full by the termination Company or its affiliates of the Merger Agreement in accordance with its terms by mutual consent payment obligations of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated pursuant to make any payments under Section 7.6(c6.3(b) of the Merger Agreement, (ciii) 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 first one year anniversary of any other termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or ACAS on or prior to such one year anniversary; provided, that such claim shall set forth in reasonable detail the Guarantor by basis for such first anniversary, claim and (d) ACAS shall not be required to pay any claim not submitted on or before the undersigned’s terminating its obligations with respect to the Merger as a result one year anniversary of the modification or waiver, in a manner adverse to Parent or the Guarantor or the Other Guarantors, of the provisions such termination 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)Agreement. Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the GuarantorACAS’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor ACAS or any Affiliate of the Guarantor ACAS or Parent Affiliates with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor ACAS under this Limited Guarantee Commitment Agreement (as limited by the provisions of Section 1), then (iA) the obligations of the Guarantor ACAS under this Limited Guarantee Commitment Agreement shall terminate ab initio and be null and void, and (iiB) if the Guarantor ACAS has previously made any payments under this Limited GuaranteeCommitment Agreement, it shall be entitled to recover such payments; provided, however, that if the Guarantor asserts in and (C) neither ACAS nor any litigation ACAS or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject Parent Affiliate shall have any liability 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, Company with respect to the extent transactions contemplated by the Company prevails in such litigation Merger Agreement under this Commitment Agreement 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 proceedingotherwise.

Continuing Guarantee. 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 all amounts payable under this Limited Guarantee have the Obligation has been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate automatically and immediately terminate, the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier of (a) the Effective Time (as defined and, solely in the Merger Agreement)case of clause (e) below, (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it the Guarantor shall be entitled to recover such paymentspayments from the Guaranteed Party upon the earliest to occur of (a) 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, however, that if provided the Guarantor asserts shall, prior to such termination, have fully funded and paid to Parent its Commitment as defined under the Equity Commitment Letter, (c) the Guaranteed Party or any of its 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 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 Company prevails in such litigation or formal proceeding, against the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company Guarantor, Parent or Merger Sub or any other Non-Recourse Party in connection with such litigation the Merger Agreement or proceedingany of the transactions contemplated thereby (including under the Equity Commitment Letter), other than any Permitted Claim.

Continuing Guarantee. (a) 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 all amounts of the Obligations payable under this Limited the Guarantee have been indefeasibly paid or satisfied in full, subject to the Cap. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier earliest of (ai) the Effective Time (as defined in the Merger Agreement)Time, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the parties Guaranteed Party or under circumstances in which neither the Parent nor Parent, Midco and Merger Sub would not be obligated to make any payments under Section 7.6(c) of the Merger AgreementObligations, (ciii) 90 days after the first anniversary date of any termination of the Merger Agreement in accordance with its terms, except as terms under circumstances in which Parent would be obligated to make any payments of Obligations (unless the Guaranteed Party has made a claim for payment under this Guarantee prior to such date, in which case the relevant date shall be the date that such claim is finally satisfied or otherwise resolved by agreement of any Obligation presented by the Company to Parent, Merger Sub or Guaranteed Party and the Guarantor (or 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 Guarantee prior to such date, in which case the relevant date shall be the date that such claim is finally satisfied or otherwise resolved by such first anniversaryagreement 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 (dv) the undersigned’s terminating its obligations date the Obligations payable under this Guarantee have been paid in full; provided, that, with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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 foregoing clauses (iii) and the Company hereby agrees that the Guarantor may terminate such obligations as a result of any such modification or waiver). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1iv), then (i) any applicable claim shall set forth in reasonable detail the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover basis for such payments; 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 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 proceedingclaim.

Continuing Guarantee. This Limited Guarantee 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 foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier earliest of (a) the Effective Time (as defined in Closing of the Merger Agreement)Transactions, (b) the termination of the Merger Purchase Agreement in accordance with its terms by mutual consent of the parties or otherwise under circumstances in which neither Buyer would thereafter have no liability to the Parent nor Merger Sub would be obligated to make Company for any payments Obligation under Section 7.6(c) of the Merger Purchase Agreement, or (c) the first anniversary of any termination of the Merger Purchase Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by Buyer prior to such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Purchase Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Guarantee, then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; 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, generally and to general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Company prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of out-of-pocket expenses of the Company in connection with such litigation or proceeding.

Continuing Guarantee. This Limited Guarantee Lxxxxxx Xxxxxxxee 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 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 earlier earliest of (ai) the Effective Time (as defined in the Merger Agreement)Time, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor and Merger Sub would not be obligated to make any payments under Section 7.6(c7.2(b) of the Merger Agreement, and (ciii) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as terms under circumstances in which Parent and Merger Sub would be obligated to make any payments under Section 7.2(b) if the Guaranteed Party has not presented a claim for payment of any Obligation presented by the Company to Parent, Parent and Merger Sub or any Guarantor (including the Guarantor Other Guarantors) by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates Controlled Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s 's liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate of any Guarantor shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger 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 Company Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. This Limited Guarantee Subject to Section 3(c) hereof, this 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 all amounts payable under this Limited Guarantee of the Guaranteed Obligations have been indefeasibly paid or paid, observed, performed and satisfied in full. Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee 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 Limited Guarantee Guaranty as of the earlier of earliest of: (a) the Effective Time (as defined in the Merger Agreement), Time; (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or under in circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) Purchaser Termination Fee is not payable and there are no unpaid Expense Obligations of the Merger Agreement, Purchaser at such time; (c) the first anniversary of any termination of the Merger Agreement pursuant to Section 7.01(b)(i) thereof (unless, in accordance with its termsthe case of this clause (c), except as to the Guaranteed Party has previously commenced a claim for payment of any Obligation presented the Guarantor’s liabilities hereunder in respect of the Guaranteed Obligations, in which case this Guaranty shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Company Guarantor of any obligations finally determined or agreed to Parentbe owed by the Guarantor, Merger Sub or consistent with the Guarantor by such first anniversary, terms hereof); and (d) the undersigned’s terminating its obligations with respect to receipt by the Merger as a result Guaranteed Party of the modification or waiver, payment in a manner adverse to Parent or the Guarantor or the Other Guarantors, full 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)Guaranteed Obligations payable under this Guaranty. Notwithstanding the foregoing, or anything express or implied in this Guaranty or otherwise, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in any litigation or other proceeding (A) that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Guarantor’s Cap and limiting the Guaranteed Party’s enforcement hereof to the payment of money only or the provisions of this Section 8 7 or Section 9 3(c), Section 8, Section 9, Section 10, Section 12 or Section 14 hereof are illegal, invalid or unenforceable in whole or in part, (B) that the Guarantor is liable in respect of Guaranteed Obligations in excess of or asserting to a greater extent than the Guarantor’s Cap, or (C) any theory of liability against the Guarantor any Recourse Party or any Affiliate of the Guarantor Non-Recourse Party (each as defined in Section 8 hereof) with respect to this Guaranty, the Sponsor Commitment Letter, the Rollover Commitment Letter, the Agreement, any other agreement or instrument delivered in connection with this Guaranty or the Agreement, or the transactions contemplated hereby or thereby, other than Retained Claims (as defined in Section 8 hereof) asserted by the Merger Agreement other than Guaranteed Party against the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Recourse Party(ies) against which such Retained Claims may be asserted in accordance with Section 1)8 hereof, then then: (i) the obligations of the Guarantor under or in connection with this Limited Guarantee Guaranty shall terminate ab initio and be null and void, and ; (ii) 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; provided, however, that if and (iii) neither the Guarantor asserts nor any other Recourse Parties 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 other Person in any litigation way under 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 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 this Guaranty, the Agreement, any other agreement or proceedinginstrument delivered in connection with this Guaranty or the Agreement (including, without limitation, the Sponsor Commitment Letter and the Rollover Commitment Letter), or the transactions contemplated hereby or thereby.

Continuing Guarantee. This Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until all amounts payable the Obligations under this Limited Guarantee have been indefeasibly paid 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 earlier earliest to occur of in full (a) subject to the Effective Time (as defined in the Merger AgreementCap), (biii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(cTermination Fee is not payable and (iv) of sixty (60) days after the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its termsTermination Date, except as to a claim for payment of any Obligation the Obligations presented in writing by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse 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 Other Guarantorsdate such claim is (x) resolved by a final, non-appealable order of a court specifically identified in Section 10(b) below, (y) resolved as agreed in writing by the provisions 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 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)Agreement. Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in any litigation or other proceeding (a) that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap Cap, or limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, part or asserting (b) any theory of liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against the Guarantor or any Affiliate of the Guarantor Non-Recourse Parties with respect to this Limited Guarantee, the Equity Commitment Letters, the Merger Agreement or any other agreement or instrument delivered pursuant to or in connection with any of the foregoing (collectively, “Transaction Agreements”) or any of the transactions contemplated by the Merger Agreement hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than the liability of the Guarantor under than, solely with respect to this Limited Guarantee clause (as limited by the provisions of Section 1b), any claim that is a Non-Prohibited Claim against such Person), then (iA) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, and (iiB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover and retain such payments; provided, however, that if and (C) neither the Guarantor asserts nor 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 other Person in any litigation way under 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 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 any Transaction Agreement, any other agreement or instrument delivered pursuant to such litigation Transaction Agreement, or proceedingthe transactions contemplated hereby or thereby.

Continuing Guarantee. This Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all amounts payable of the Obligations under this Limited Guarantee have been indefeasibly paid 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 earlier earliest to occur of (ai) the Effective Time Time, (as defined 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), (biii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under in any circumstances in other than pursuant to which neither the Parent nor and Merger Sub would be obligated to make any payments under Section 7.6(c) a payment of the Merger Agreement, Parent Termination Fee and (civ) the first anniversary of any termination of the Merger Agreement in accordance with its termsterms in all other circumstances, except as to a claim for payment of any Obligation presented in writing by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse Guaranteed Party to Parent or the Guarantor on or prior to such anniversary (in which case, the Other Guarantorsdate such claim is finally resolved or 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 the anniversary of the provisions such termination 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)Agreement. 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 Company Guaranteed Party or any of its affiliates asserts Affiliates (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 that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor Related Party (as defined below) with respect to the transactions contemplated by the Merger Agreement Agreement, other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (iA) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (iiB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; provided, however, that if and (C) neither the Guarantor asserts in nor any litigation or other proceeding that Related Party shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement under 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 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 proceedingotherwise.

Continuing Guarantee. 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 all amounts the Guaranteed Obligation of such Guarantor payable under this Limited Guarantee have has been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor Guarantors shall have no further obligations under this Limited Guarantee as of the earlier earliest of (a) the Effective Time (as defined in the Merger Agreement)Time, (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the where no Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger AgreementTermination Fee is payable, (c) the first anniversary of any termination the End Date, unless a claim hereunder has been made prior to such date, in which case the date such claim is finally satisfied or otherwise resolved by agreement of the Merger Agreement in accordance with its termsparties hereto or by a final, except as to non-appealable judgment of a claim for payment Governmental Entity of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, competent jurisdiction and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, Guaranteed Obligation payable under this Limited Guarantee has been paid in a manner adverse to Parent 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)full. Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its subsidiaries or affiliates asserts in any litigation or other proceeding that the provisions of hereof (including, without limitation, Section 1 hereof hereof) limiting the Guarantor’s Guarantors’ respective liability to the Cap or the any other provisions of this Section 8 or Section 9 hereof Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the any Guarantor or any Guarantor Affiliate of the Guarantor or Parent or Merger Sub with respect to the transactions contemplated by the Merger Agreement or this Limited Guarantee other than the liability of the any Guarantor under this Limited Guarantee (as limited by the provisions of hereunder, including Section 1), then (ix) the obligations Guaranteed Obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and be null and void, and (iiy) if the any Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; providedpayments from the Guaranteed Party, however, that if and (z) neither the Guarantors nor any Guarantor asserts in or Parent Affiliates shall have any litigation liability to the Guaranteed Party or other proceeding that any of its affiliates with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee Guarantee. Subject to the foregoing, in the event that any payment to the Guaranteed Party hereunder is illegalrescinded or must otherwise be returned to any Guarantor for any reason whatsoever, invalid or unenforceable in accordance with its terms, such Guarantor shall remain liable hereunder as if such payment had not been made (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 lawterms hereof), 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. This Limited 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 all amounts payable under the indefeasible, unconditional and irrevocable payment and satisfaction in full by the Guarantor of the Guarantor’s Pro Rata Portion of the Obligations or the earlier termination of this Limited Guarantee have pursuant to the terms hereof. The Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Guarantor’s Pro Rata Portion of the Obligations that has been indefeasibly paid received by or satisfied in fullfor the account of the Company is rescinded or must otherwise be returned by the Company. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations obligation under this Limited Guarantee as of the earlier earliest of (a) the occurrence of the Effective Time (as defined in the Merger Agreement), Time; (b) the six-month anniversary of the date of termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Arrangement Agreement, unless a claim hereunder has been made prior to such date; or (c) the first anniversary of any termination of the Merger Agreement satisfaction in accordance with its terms, except as to a claim for payment of any Obligation presented full by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating of its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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)hereunder. Notwithstanding the foregoing, in the event that the Company Company, directly or indirectly, or any of its affiliates Subsidiaries asserts in any litigation or other proceeding Proceeding that the provisions of Section 1 5 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof 4 are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; provided, however, that if payments and (iii) neither the Guarantor asserts in nor any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with of its terms, subject affiliates shall have any liability 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, Company with respect to the extent transactions contemplated by the Company prevails in such litigation Arrangement Agreement 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 proceedingunder this Guarantee.

Continuing Guarantee. This Limited Guarantee 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 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 earlier earliest of (ai) the Effective Time (as defined in the Merger Agreement)Time, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor and Merger Sub would not be obligated to make any payments under Section 7.6(c9.2(d) of the Merger Agreement, and (ciii) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as terms under circumstances in which Parent and Merger Sub would be obligated to make any payments under Section 9.2(d) if the Guaranteed Party has not presented a claim for payment of any Obligation presented by the Company to Parent, Parent and Merger Sub or any Guarantor (including the Guarantor Other Guarantors) by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate of any Guarantor shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger 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 Company Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. This Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its Guarantors and their successors and permitted assigns until all amounts payable of the Guaranteed Percentage of the Obligations (subject to the Cap) under this Limited Guarantee have been indefeasibly paid 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 Guarantor Guarantors shall have no further obligations under this Limited Guarantee as of the earlier earliest to occur of (ai) the Effective Time (as defined in the Merger Agreement)Time, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under in any circumstances in other than pursuant to which neither the Parent nor Merger Sub would be obligated to make a payment of the Merger Sub Termination Fee in accordance with Section 8.06(b) of the Merger Agreement or pay any payments other amounts under Section 7.6(cSections 8.06(c) or 8.06(f) of the Merger Agreement, (ciii) the first anniversary payment in full of the Obligations, and (iv) the date that is ninety (90) days after any termination of the Merger Agreement in accordance with its termsterms in any circumstances pursuant to which Merger Sub would be obligated to make a payment of the Merger Sub Termination Fee 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, except as to a claim for payment of any Obligation presented in writing by the Company Guaranteed Party to Parent, Merger Sub or the any Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect on or prior to the Merger as a result of the modification or waiver, in a manner adverse to Parent or the Guarantor or the Other Guarantors, of the provisions date that is ninety (90) days after such termination of the Merger Agreement relating (in which case, the date such claim is resolved by a final and non-appealable judicial or arbitral decision or as agreed in writing by the parties hereto or 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 pay any claim not submitted on or before the date that is ninety (90) days after such termination of the Merger Agreement. Notwithstanding anything herein 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). Notwithstanding the foregoingcontrary, in the event that the Company 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 in equity or arbitration that the provisions of Section 1 hereof limiting the Guarantor’s Guarantors’ liability to the Cap Cap, the provisions of Section 1 hereof limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8 or 8, Section 9 and Section 18 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantors are liable in excess of or asserting to a greater extent than the Guaranteed Percentage of the Obligations (subject to the Cap), or asserts any theory of liability against Merger Sub, the Guarantor Guarantors or any Affiliate of the Guarantor Non-Recourse Parties (as defined below) with respect to or in connection with the Transaction Agreements, any other agreement or instrument delivered pursuant to such Transaction Agreements, or any of the transactions contemplated by the Merger Agreement hereby or thereby, other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)a Retained Claim, then (iA) the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and be null and void, and (iiB) if the Guarantor has Guarantors have previously made any payments under this Limited Guarantee, it they shall be entitled to recover such payments; provided, howeverand (C) neither the Guarantors, that if the Guarantor asserts nor Merger Sub, nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in any litigation equity, whether sounding in contract, tort, statue or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject otherwise) to the effects of bankruptcyGuaranteed Party, 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, with respect to the extent Transaction Agreements or the Company prevails in such litigation or proceeding, transactions contemplated by the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company in connection with such litigation or proceedingTransaction Agreements.

Continuing Guarantee. This Limited Guarantee shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until all amounts payable under this Limited Guarantee the Obligations have been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, this This Limited Guarantee shall terminate will terminate, and the Guarantor shall have be of no further obligations under this Limited Guarantee as of force or effect, immediately following the earlier earliest of (ai) the Effective Time (as defined in the Merger Agreement)Closing, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or under circumstances in which neither the Parent nor Merger Sub would not be obligated to make any payments payment under Section 7.6(c) of the Merger Agreement, Agreement and (ciii) 90 days following the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as terms under circumstances in which Parent would be obligated to make a claim for payment of any Obligation presented by the Company pursuant to Parent, Merger Sub or the Guarantor by such first anniversary, and (dSection 7.3(c) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent or the Guarantor or the Other Guarantors, of the provisions of the Merger Agreement relating to the Termination Feeunless a 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 law, in which case, the Acquiror Expenses foregoing period shall toll for so long as such violation 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 waiverprohibition is in effect). Notwithstanding the foregoing, (1) the parties hereto acknowledge and agree that this Limited Guarantee shall not terminate for so long as a claim made in accordance with clause (iii) above remains unresolved, and (2) in the event that the Company Guaranteed Party or any of its controlled affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof this Limited Guarantee limiting the each Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof Maximum Amount are illegal, invalid or unenforceable in whole or in part, or asserting asserts any theory of liability against any Non-Recourse Party or, other than its rights to recover from the Guarantor Guarantors with respect to the Obligations, the Guarantors, Parent or any Affiliate of the Guarantor Merger Sub with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Agreement, then (ix) the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and be null and void, and (iiy) if the a Guarantor has previously made any payments under this Limited Guarantee, it such Guarantor shall be entitled to recover such payments; providedpayment(s) and (z) neither the Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, however, that if the Guarantor asserts in any litigation Abax Equity Financing or other proceeding that under 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 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 proceedingGuarantee.

Continuing Guarantee. 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 all amounts payable under this Limited Guarantee the Obligations have been indefeasibly paid 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 earlier earliest of (ai) the Effective Time (as defined Closing in accordance with the terms of the Merger Agreement), including payment of the Merger Consideration, (bii) the valid termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances set forth in the Merger Agreement in which neither the Parent nor Merger Sub Buyer would not be obligated to make any payments under Section 7.6(c) of pay the Merger AgreementBuyer Termination Fee, (ciii) the first twelve (12) month anniversary of any other termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to ParentBuyer, Merger Sub Subsidiary or the Guarantor on or prior to such twelve (12) month anniversary; 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 twelve (12) month anniversary of such termination of the Merger Agreement, in which case such claim shall survive until the earlier of (A) the payment or satisfaction in full of the full amount of the Obligations (as the same may be finally determined by such first anniversarya court of competent jurisdiction or mutually agreed by the parties) and (B) the determination by a court of competent jurisdiction that no amounts are payable hereunder, and (div) the undersigned’s terminating its obligations with respect payment to the Merger as a result Guaranteed Party by any combination of Buyer and/or the Guarantor of the modification or waiver, in a manner adverse to Parent or the Guarantor or the Other Guarantors, full amount 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; 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 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.the

Continuing Guarantee. 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 all amounts payable under this Limited Guarantee the Obligations have been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, this Sponsor Limited Guarantee shall terminate and the Guarantor Guarantors shall have no further obligations obligation under this Sponsor Limited Guarantee as of the earlier earliest of (a) the Effective Time (as defined in the Merger Agreement)Time, (b) the termination of the Merger Agreement in accordance with its terms by mutual consent (other than a termination of the parties or under circumstances Merger Agreement for which a Parent Termination Fee is, in which neither the Parent nor Merger Sub would be obligated to make any payments under accordance with Section 7.6(c9.3(c) of the Merger Agreement, due and owing by Parent (a "Qualifying Termination")) and (c) the first anniversary of any termination of 120th day after a Qualifying Termination unless prior to the 120th day after such Qualifying Termination, the Guaranteed Party shall have commenced a 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 Guaranteed Party under this Sponsor Limited Guarantee, in accordance with its termswhich case this Sponsor Limited Guarantee shall terminate upon either (i) a final, except as to a non-appealable resolution of such claim for and payment of the Obligation (subject to the Cap), if applicable or (ii) a written agreement signed by each of the parties hereto terminating this Sponsor Limited Guarantee. If any Obligation presented payment or payments made by the Company to Parent, Parent or Merger Sub or any part thereof in respect of the Guarantor by such first anniversaryParent Termination Fee are subsequently invalidated, and (d) the undersigned’s terminating its obligations with respect 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 Merger 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 a result if said payment or payments had not been made. In the event that the Guaranteed Party or any of its Affiliates (other than the modification Rollover Shareholders or waiverany of their Affiliates or any such Persons’ respective officers and directors) institutes any suit, in a manner adverse to Parent action or the Guarantor proceeding or the Other Guarantors, makes any claim (A) asserting that any 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof Sponsor Limited Guarantee are illegal, invalid or unenforceable in whole or in partpart or that the Guarantors are liable in excess of or to a greater extent than the Cap or (B) arising under, or asserting any theory of liability against in connection with, the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by Commitment Letter, the Merger Agreement or any other document or agreement entered into in connection with the Merger Agreement (other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1Sponsor Retained Claims), then (i1) the obligations Obligations of the Guarantor Guarantors under this Sponsor Limited Guarantee shall terminate ab initio and be null and void, and (ii2) if the Guarantor has Guarantors have previously made any payments under this Sponsor Limited Guarantee, it shall be entitled to recover such payments; providedpayments from the Guaranteed Party, howeverand (3) neither the Guarantors, that if the Guarantor asserts in Parent, Merger Sub nor any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject Non-Recourse Party shall have any liability to the effects Guaranteed Party or any of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium its Affiliates (other than the Rollover Shareholders or other similar laws affecting creditorsany of their Affiliates or any such Persons’ rights generally, respective officers and general equitable principles (whether considered in a proceeding in equity or at law), then, directors) with respect to the extent transactions contemplated by the Company prevails in such litigation or proceedingMerger Agreement, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company in connection with such litigation Commitment Letter or proceedingunder this Sponsor Limited Guarantee.

Continuing Guarantee. This Limited Guarantee and all covenants and agreements of the Guarantors contained herein shall remain continue in full force and effect and shall not be binding on discharged until such time as all the Guarantor, its successors Obligations shall be paid and assigns until performed in full and all amounts payable the agreements of the Guarantors hereunder shall have been duly performed. The obligations of the Guarantors under this Limited Guarantee have been indefeasibly paid shall be automatically reinstated if and to the extent that for any reason any payment to any Holder by or satisfied on behalf of the Obligors, in fullrespect of the Obligations, is rescinded or must otherwise be returned by such Holder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Guarantors agree that they will indemnify each Holder on demand for all reasonable costs and expenses (including reasonable fees and out-of-pocket expenses of counsel) incurred by such Holder in connection with its compliance with or reasonable resistance (if requested by the Guarantors) to any such rescission or restoration. Notwithstanding the generality of the foregoing, this Limited Guarantee shall terminate and if the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier of (a) the Effective Time (as defined in the Merger Agreement), (b) the termination of the Merger Debenture Purchase Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger Debentures shall be terminated as a result of the modification rejection or waiverdisaffirmance thereof by any trustee, in a manner adverse to Parent receiver, liquidator, agent or the Guarantor or the Other Guarantors, other representative 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). Notwithstanding the foregoing, in the event that the Company Obligors or any of its affiliates asserts their respective properties in any litigation assignment for the benefit of creditors or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap in any bankruptcy, insolvency, dissolution or similar proceeding, or the provisions exercise of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to rights or remedies under the transactions contemplated by Debenture Purchase Agreement or the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Debentures is stayed, then (i) enjoined or prohibited in any such assignment or proceeding, the obligations of the Guarantor under this Limited Guarantee Guarantors hereunder shall terminate ab initio and be null and void, and (ii) continue to the same extent as if the Guarantor has previously made Debenture Purchase Agreement or the Debentures had not been so rejected or disaffirmed and as if such exercise had not been so stayed, enjoined and prohibited. The Guarantors shall and do hereby waive all rights and benefits that might accrue to them by reason of any payments under this Limited Guarantee, it shall be entitled to recover such payments; 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 Company prevails in such litigation assignment or proceeding, and the Guarantor Guarantors agree that they shall pay on demand all reasonable fees and out of pocket expenses be liable for the full amount of the Company Obligations, irrespective of and without regard to any modification, limitation or discharge of liability of the Obligors that may result from or in connection with any such litigation assignment or proceeding.

Continuing Guarantee. This Unless terminated pursuant to this Section 7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on until the Guarantor, its successors and assigns until all amounts payable under this Limited Guarantee Guaranteed Obligations have been indefeasibly paid or and satisfied in fullfull (subject to 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 earlier of earliest of: (a) the Effective Time (as defined in Closing, if the Merger Agreement), Closing occurs; (b) 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 the parties Guaranteed Obligations (or, if less, an aggregate amount equal to the Cap) by the Guarantor, Parent or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, Sub; and (c) the first date that is the twelve (12) month anniversary of any the valid termination of the Merger Agreement (unless, in accordance with its termsthe case of clause (c), except as the Guaranteed Party shall have commenced litigation against the Guarantor under and pursuant to a claim for payment this Limited Guarantee prior to such termination, in which case this Limited Guarantee shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Guarantor of any Obligation presented obligations finally determined or agreed to be owed by the Company to ParentGuarantor, Merger Sub or consistent with the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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 waiverterms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Company Guaranteed Party or any of its affiliates Affiliates and its and their representatives, equityholders or any other Person on its behalf asserts in any litigation or other proceeding any of the following: (i) that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 7 or Section 9 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 asserting to a greater extent than the 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 Affiliate of the Guarantor Non-Recourse Party (as defined in 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, the Merger Agreement or any of the transactions contemplated hereby or thereby, in each case, other than Retained Claims (as defined in Section 8 hereof) asserted by the Merger Agreement other than Guaranteed Party against the liability of the Guarantor under this Limited Guarantee Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 8, then: (as limited by the provisions of Section 1), then (ix) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, and ; (iiy) 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; provided, however, that if and (z) neither the Guarantor asserts nor any other 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 other Person in any litigation way under 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 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 this Limited Guarantee, the Equity Commitment Letter, the Merger Agreement, or proceedingany other agreement or instrument delivered in connection with this Limited Guarantee, the Merger Agreement or the transactions contemplated hereby or thereby.

Continuing Guarantee. This Subject to the last sentence of Section 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 all amounts payable under this Limited Guarantee have been indefeasibly paid or satisfied the complete and indefeasible payment and satisfaction in fullfull of the Guaranteed Obligations (subject to the Cap). Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor Guarantors shall have no further obligations under this Limited Guarantee as of the earlier earliest of (ai) the Effective Time (as defined in the Merger Agreement)Time, (bii) receipt in full by the Guaranteed Party or any of its Affiliates of the Guaranteed Obligations, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent, Merger Sub and the Company unless, in the case of this clause (iii), the Guaranteed Party has provided written notice to the Guarantors pursuant to Section 7 asserting a claim by the Guaranteed Party prior to such date, in which case the relevant date shall be the date that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or under circumstances a final, non-appealable judgment of a Governmental Entity of competent jurisdiction; provided that such claim shall set forth in which neither reasonable detail the Parent nor Merger Sub would basis for such claim and the Guarantor shall not be obligated required to make pay any payments under Section 7.6(c) claim not submitted on or before the three month anniversary of such termination of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the each Guarantor’s liability to its Pro Rata Amount of the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, asserts that Guarantor is liable for Guaranteed Obligations in excess of or asserting to a greater extent than the Cap or asserts any theory of liability against the Guarantor or any Affiliate of the Guarantor Non-Recourse Party with respect to the transactions contemplated by the Merger Agreement other than the 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 of Section 1), then (iI) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (iiII) if the a Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; provided, however, that if payments and (III) neither any of the Guarantor asserts in Guarantors nor any litigation Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement or other proceeding that under 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 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 proceedingGuarantee.

Continuing Guarantee. This Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all amounts payable the either (x) the Parent Termination Fee or (y) the Cash Shortfall Fee and any Other Guaranteed Amounts have been indefeasibly paid, observed, performed and satisfied in full, at which time this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee have been indefeasibly paid or satisfied in fullGuarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier earliest to occur of (ai) the Effective Time (as defined in the Merger Agreement)Time, (bii) payment in full of the termination 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 in accordance with its terms by mutual consent and (iii) the six-month anniversary of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any valid termination of the Merger Agreement in accordance with its terms, except as to a any claim for payment of any Obligation presented in writing by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse Guaranteed Party to Parent or the Guarantor on or prior to such six-month anniversary (in which case, the Other Guarantorsdate 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 10(a) below, or (y) 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 provisions valid termination 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)Agreement. Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates Affiliates (other than the Rollover Investors or the MSDC Investor) asserts in any litigation or other proceeding that (a) the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or (b) asserting any theory of liability against the Guarantor Guarantor, any Parent Party or any Affiliate of the Guarantor Specified Person with respect to this Limited Guarantee, the Equity Investors Commitment Letter, the Merger Agreement or any of the transactions contemplated by the Merger Agreement hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than the liability of the Guarantor under than, solely with respect to this Limited Guarantee clause (as limited by the provisions of Section 1b), any claim that is a Non-Prohibited Claim against such Person), then (iA) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (iiB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; provided, however, that if and (C) neither the Guarantor asserts in nor any litigation or other proceeding that Specified Person shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement under 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 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 proceedingotherwise.

Continuing Guarantee. This Limited 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) 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 extent made or created pursuant to a legally binding commitment of 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 Guarantee 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 foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier of (a) the Effective Time Liabilities (as defined in the Merger Loan Agreement), (b) the termination of the Merger Agreement shall have been paid in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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 (full and the Company hereby agrees that the Guarantor may terminate such obligations Bank's Revolving Loan Commitment (as a result of any such modification or waiver). Notwithstanding the foregoing, defined in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (iLoan Agreement) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; 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 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 proceedingterminated.

Continuing Guarantee. This Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and permitted assigns until all amounts payable of the Guaranteed Percentage of the Obligations (subject to the limitations described herein) under this Limited Guarantee have been indefeasibly paid 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 earlier earliest to occur of (ai) the Effective Time (as defined in the Merger Agreement)Time, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under in any circumstances in other than pursuant to which neither the Parent nor and Merger Sub would be obligated to make a payment of the Parent Termination Fee in accordance with Section 8.06(b) of the Merger Agreement or pay any payments other amounts under Section 7.6(cSections 8.06(c), 8.06(f) or 6.07(e) of the Merger Agreement, (ciii) the first payment in full of the Obligations, and (iv) the three-month anniversary of any termination of the Merger Agreement in accordance with its termsterms in any circumstances pursuant to which Parent and Merger Sub would be obligated to make a payment of the Parent Termination Fee 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, except as to a claim for payment of any Obligation presented in writing by the Company Guaranteed Party to Parent, Merger Sub or the Guarantor on or prior to such three-month anniversary (in which case, the date such claim is resolved by a final and non-appealable judicial or arbitral decision or as agreed in writing by the parties hereto or otherwise satisfied); provided, that such first anniversary, claim shall set forth the basis for such claim and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent or the Guarantor shall not be required to pay any claim not submitted on or before the Other Guarantors, three-month anniversary of the provisions such termination of the Merger Agreement relating Agreement. Notwithstanding anything herein 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). Notwithstanding the foregoingcontrary, in the event that the Company 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 in equity or arbitration that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap Cap, the provisions of Section 1 hereof limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8 or 8, Section 9 and Section 18 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in excess of or asserting to a greater extent than the Guaranteed Percentage of the Obligations (subject to the limitations described herein), or asserts any theory of liability against Parent, Merger Sub, the Guarantor or any Affiliate of the Guarantor Non-Recourse Parties (as defined below) with respect to or in connection with the Transaction Agreements, any other agreement or instrument delivered pursuant to such Transaction Agreements, or any of the transactions contemplated by the Merger Agreement hereby or thereby, other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)a Retained Claim, then (iA) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (iiB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; provided, howeverand (C) neither the Guarantor, that if the Guarantor asserts nor Parent, nor Merger Sub, nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in any litigation equity, whether sounding in contract, tort, statue or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject otherwise) to the effects of bankruptcyGuaranteed Party, insolvency, fraudulent conveyance, reorganization, moratorium its Affiliates or any other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, person with respect to the extent the Company prevails in such litigation or proceedingTransaction Agreements, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of transactions contemplated by the Company in connection with such litigation Transaction Agreements or proceedingotherwise.

Continuing Guarantee. This Limited Unless terminated pursuant to this Section 8, this Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until all amounts the Obligations payable under this Limited Guarantee have been indefeasibly paid or paid, observed, performed, satisfied in fullfull or otherwise terminated or released. 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 earliest to occur of: (ai) the Effective Time Closing Date, provided that all Obligations to be paid on the Closing Date have been paid, (as defined in ii) to the extent that Guaranteed Party obtains the right to terminate the Merger Agreement)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, (biii) the upon any termination of the Merger Agreement in accordance with its terms by mutual consent of the parties except insofar as liabilities may be finally determined against Parent or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(cSections 8.05(i), 8.05(ii), 6.16(b) or 9.17(b) of the Merger Agreement, in which case Guarantor’s obligation to pay the Obligations as is equal to such finally determined liabilities (cnot to exceed the Cap) the first anniversary of shall survive and (iv) upon any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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)Subsidiary Transfer Agreement. Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates Affiliates or their respective successors and assigns asserts in any litigation or other legal proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions that any other provision of Section 9 or Section 10 of this Section 8 or Section 9 hereof Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor Related Person with respect to the transactions contemplated by the Merger Agreement other than the (a) with respect to actual fraud, (b) liability of the Guarantor under this Limited Guarantee (as limited by the provisions of 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)), and subject in each case to the terms thereof, then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, void and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; 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 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 proceedingpayments from Guaranteed Party.

Continuing Guarantee. This Limited Guarantee 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 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 earlier of (ai) the Effective Time (as defined in the Merger Agreement), ) and (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (cii) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting asserts any theory of liability against the Guarantor or any Affiliate (as hereinafter defined) or, other than its right to recover from Guarantor for up to the amount of the Guarantor 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 other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Agreement, then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such paymentspayments and (iii) neither the Guarantor nor any of its Affiliates shall have any liability to the Company with respect to the transactions contemplated by the Offer, the Merger Agreement or under this 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 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. This Subject to the last sentence of Section 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 or satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the no Guarantor shall have no any further obligations under this Limited Guarantee as of the earlier earliest of (ai) the Effective Time Closing, (as defined 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, (iii) the valid termination of the Merger Agreement), Agreement pursuant to Section 8.01 thereof (bother than under circumstances in which Parent would be obligated to pay any of its Payment Obligations) and (iv) the three (3) month anniversary of the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of pay the Merger AgreementParent Termination Fee if, (c) by such three month anniversary, the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to Guaranteed Party has not presented a written claim for payment of any Payment Obligation presented to the Parent or any Guarantor by the Company to Parentend of such three month period, Merger Sub or setting forth in reasonable detail the Guarantor by basis of such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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)claim. Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in writing in any pleading or filing with, or orally before, any Governmental Authority in any litigation or other proceeding that the provisions of Section 1 hereof limiting the any Guarantor’s liability to the Cap its Maximum Commitment or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable unenforceable, in whole or in part, asserts in writing in any pleading or asserting filing with, or orally before, any Governmental Authority in any litigation or other proceeding that any Guarantor is liable for Payment Obligations in excess of or to a greater extent than its Maximum Commitment or 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 Affiliate of the Guarantor Non-Recourse Party with respect to the transactions contemplated by the Merger Agreement other than the liability of (w) Parent or Ocala Topco LP under the Rollover Agreement and Support Agreement, if any, to the other parties to such agreements pursuant to the terms and conditions therein, (x) the General Partner under the Confidentiality Agreement, (y) any Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), or (z) any Guarantor for specific performance of such Guarantor’s obligation under the Equity Commitment Letter to fund its commitment in accordance with the terms thereof pursuant to, and subject to the limitations in, Section 9.02 of the Merger Agreement, then unless within five (5) 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 be null and void, and (ii) if the any Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; provided, however, that if and (iii) neither any Guarantor nor any Non-Recourse Party shall have any liability to the Guarantor asserts in any litigation Guaranteed Party with respect to the transactions contemplated by the Merger Agreement or other proceeding that under this Limited Guarantee is illegalGuarantee. Notwithstanding anything set forth in this Section 8, invalid or unenforceable in accordance with its terms, Sections 9 through 13 shall survive indefinitely (subject to the effects applicable statute 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 limitations) following the extent the Company prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out termination of pocket expenses of the Company in connection with such litigation or proceedingthis Limited Guarantee.

Continuing Guarantee. This Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all of the Obligations and all amounts payable under this Limited Guarantee have been indefeasibly paid 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 earlier of (ai) the Effective Time Closing (as defined in the Merger Agreement), ) and (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (cii) the first year anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a any claim for payment of any Obligation presented by the Company Guaranteed Party to ParentPurchaser, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its controlled affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to is greater than the Cap amount of the Obligations or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor Purchaser Affiliates (as hereinafter defined) with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Guarantee, then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Purchaser Affiliate shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger 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 Company Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company Guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. 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 all amounts payable under the Obligation (which shall be subject to the Cap) has been indefeasibly paid in full or this Limited Guarantee have has been indefeasibly paid or satisfied terminated in fullaccordance 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 earlier earliest of (ai) the Effective Time Closing Date if, and only if, the Closing occurs, (ii) the date that is sixty (60) days following any valid termination of the Merger Agreement, unless prior to such date the Guaranteed Party 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 case this Limited Guarantee shall terminate upon the final, non-appealable resolution of such proceedings and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by 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 PSC Commitment (as defined in the Merger Agreement), (bPSC Equity Commitment Letter) under the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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)PSC Equity Commitment Letter. Notwithstanding the foregoingany other term or provision of this Limited Guarantee, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Company Guaranteed Party or any of its affiliates Affiliates (A) asserts in writing, or directs any litigation or other proceeding Person to assert in writing, that the provisions of Section 1 hereof (or Section 1 of the Other Limited Guarantee) limiting the Guarantor’s or the Other Guarantor’s liability to the applicable Cap or the provisions of this Section 8 or Section 9 hereof (or Section 8 or Section 9 of the Other Limited Guarantee) are illegal, invalid or unenforceable in whole or in part, 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 applicable Cap, or asserting that the Obligation shall be payable more than once, or (B) seeks any remedies against, or asserts any theory of liability against the Guarantor or any Affiliate of the Guarantor Non-Recourse Party (as defined in Section 9) with respect to the Merger Agreement, any of the Equity Commitment 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 contemplated hereby or thereby, other than Retained Claims (as defined in Section 9 hereof) asserted against the Non-Recourse Parties as contemplated by Section 9, 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 other than the liability of or expressly provided against the Guarantor or the Other Guarantor under this the Limited Guarantee Guarantees or the Equity Commitment Letters, then, in any such instance (as limited by the provisions of Section 1), then (ix) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, and (iiy) if the Guarantor has previously made any payments under or in connection with this Limited Guarantee, it shall be entitled to recover such payments; providedpayments from the Guaranteed Party, however, that if together with reasonable out-of-pocket expenses (including reasonable fees of counsel) incurred by 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 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 the enforcement of its rights hereunder, and (z) none of the Guarantor, the Other Guarantor or proceedingany other Non-Recourse 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 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 Letters or the Limited Guarantees.

Continuing Guarantee. This Limited Unless terminated pursuant to this Section 8, this Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on until the Guarantor, its successors and assigns until all amounts payable under this Limited Guarantee Guaranteed Obligations have been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, this Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guarantee as of the earlier of earliest of: (ai) the Effective Time (as defined in Time, if the Closing is consummated and all amounts to be paid by Parent at the Closing pursuant to the Merger Agreement)Agreement are so paid; (ii) termination of the Merger Agreement in accordance with its terms under circumstances where no Parent Termination Fee or any other amount is payable, (biii) the three (3) month anniversary after the termination of the Merger Agreement in accordance with its terms by mutual consent and (iv) the fifteen (15) month anniversary of the parties or date of this Guarantee (unless, in the case of clauses (iii) and (iv) above, the Guaranteed Party shall have commenced arbitration against the Guarantor under circumstances and pursuant to this Guarantee prior to such termination, in which neither case this Guarantee shall terminate upon the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) final, non-appealable resolution of such action and satisfaction by the Merger Agreement, (c) the first anniversary Guarantor of any termination of the Merger Agreement in accordance with its terms, except as obligations finally determined or agreed to a claim for payment of any Obligation presented be owed by the Company to ParentGuarantor, Merger Sub or consistent with the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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 waiverterms hereof). Notwithstanding the foregoing, or anything express or implied in this Guarantee or otherwise, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in respect of Guaranteed Obligations in excess of or asserting to a greater extent than the Cap, or asserts any theory of liability against the Guarantor or any Affiliate of the Guarantor Non-Recourse Party (as defined in 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, the Merger Agreement or the transactions contemplated hereby or thereby, in each case, other than Retained Claims (as defined in Section 9 hereof) asserted by the Merger Agreement other than Guaranteed Party against the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 1)9, then then: (i) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, and ; (ii) 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; provided, however, that if and (iii) neither the Guarantor asserts nor any other 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 other Person in any litigation way under 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 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 this Guarantee, the Equity Commitment Letter, the Merger Agreement, any other agreement or proceedinginstrument delivered in connection with this Guarantee, the Merger Agreement or the transactions contemplated hereby or thereby.

Continuing Guarantee. This Subject to the last sentence of Section 3 hereof, this Limited Guarantee 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 the indefeasible payment and satisfaction in fullfull of the Obligation and if applicable, the Prevailing Party Costs. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations obligation under this Limited Guarantee as of the earlier earliest of (ai) the Effective Time (as defined in consummation of the Merger Agreement)Merger, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or otherwise under circumstances in which neither the Parent nor and Merger Sub would not be obligated to make any payments under Section 7.6(c7.02(b) of the Merger Agreement, Agreement and (ciii) the first six month anniversary of any termination of the Merger Agreement in accordance with its terms, except as terms under circumstances in which Parent and Merger Sub would be obligated to make any payments under Section 7.02(b) of the Merger Agreement if the Guaranteed Party has not presented a claim for payment of any the Obligation presented by the Company to Parent, Merger Sub either Parent or the Guarantor by such first six month anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its subsidiaries or affiliates asserts in any litigation or other proceeding (i) relating to this Limited Guarantee or (ii) against Guarantor or any Guarantor Affiliate, that (x) the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap Maximum Amount or (y) the provisions of this Section 8 or Section 9 hereof hereof, are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor Affiliate or Parent Affiliate with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (iI) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall be null and void, and (iiII) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; providedpayments from the Guaranteed Party and (III) upon such termination, however, that if none of Guarantor or any Guarantor Affiliate shall have any liability or obligation to the Guarantor asserts Guaranteed Party or any of its affiliates in any litigation or other proceeding that respect of 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 Company prevails in such litigation or proceedingGuarantee, the Guarantor shall pay on demand all reasonable fees Merger Agreement or the transactions contemplated hereby and out of pocket expenses of the Company in connection with such litigation or proceedingthereby.

Continuing Guarantee. This Limited Unless terminated pursuant to this Section 9, this Guarantee 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 the Guaranteed Obligations (as such Guaranteed Obligations may be modified pursuant to the last sentence of Section 1 hereof) are satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate terminate, other than Sections 6 through 8 and Sections 10 through 18, all of which shall survive the termination of this Guarantee, and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier earliest of (ai) the Effective Time (as defined in the Merger Agreement)Closing, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would not be obligated to make any payments under Section 7.6(c9.03(d) thereof, (iii) receipt by the Guaranteed Party of the Merger Agreement, payment of the Guaranteed Obligations and (civ) the first three-month anniversary of any termination of the Merger Agreement in accordance with its terms, except as terms under circumstances in which Parent would be obligated to a claim for payment of make any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (dpayments under Section 9.03(d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent or the Guarantor or the Other Guarantors, of the provisions of the Merger Agreement relating to the Termination Feeif, by such three-month anniversary, the Acquiror Expenses Guaranteed Party has not commenced a suit, action or other proceeding against Parent alleging that a payment is due pursuant to Section 9.03(d) of the Reverse Termination Fee (and the Company hereby agrees that Merger Agreement or against the Guarantor may terminate that amounts are due and owing from the Guarantor pursuant to Section 1 of this Guarantee (or, if the Guaranteed Party has commenced a suit, action or other proceeding under this Guarantee prior to such obligations as a result of any date, the date that such modification claim is finally satisfied or waiverotherwise resolved). Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of Section 6 or this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, part or asserting asserts any theory of liability or seeks any remedies against the any Guarantor or any Affiliate of the Guarantor Related Person with respect to the transactions contemplated by the Merger Agreement other than those remedies expressly provided against Parent or Purchaser under the liability of Merger Agreement or against the Guarantor under the Equity Commitment Letter or this Limited Guarantee (as limited by the provisions of Section 1), then (i) the all obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; provided, however, that if and (iii) neither the Guarantor asserts in nor any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject Guarantor Related Person shall have any liability 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, Guaranteed Party with respect to the extent transactions contemplated by the Company prevails in such litigation or proceedingMerger Agreement, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company in connection with such litigation Equity Commitment Letter or proceedingunder this Guarantee.

Continuing Guarantee. This Limited Guarantee may not be revoked or terminated (other than pursuant to this Section 6) and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and permitted assigns until all amounts payable under this Limited Guarantee of the Obligations have been indefeasibly paid or satisfied and discharged in full. Notwithstanding the foregoing, at which time this Limited Guarantee shall terminate without any action by the parties hereto, and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, without any action by the parties hereto, the Guarantor shall have no further obligations under this Guarantee as of the earlier of (a) payment in full of the Effective Time (as defined in the Merger Agreement), Obligations or (b) the termination date on which Seller’s representations, warranties, covenants and agreements under the Purchase Agreement expire pursuant to and subject to the terms of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c10(e) of the Merger Purchase Agreement; provided however, (c) notwithstanding the first anniversary of any termination of the Merger Agreement in accordance with its termsforegoing, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversaryshall have no further obligations hereunder ten years from the date hereof, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates asserts controlled Affiliates assert in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 6 or Section 9 5(e) hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor Non-Recourse Party with respect to the transactions contemplated by the Merger Purchase Agreement other than the liability of Retained Guarantee Claims and the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Retained Purchase Agreement Claims, then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if neither the Guarantor has previously made nor any payments Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Purchase Agreement under this Limited Guarantee, it shall be entitled to recover such payments; provided, however, that if the Guarantor asserts in any litigation Guarantee 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 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 proceedingotherwise.

Continuing Guarantee. This Limited Guarantee 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 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 earlier earliest of (ai) the Effective Time and (as defined in ii) one year from the Merger Agreement)date of this Limited Guarantee (except to the extent that, (b) prior to such anniversary date, the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated Guaranteed Parties shall have provided written notice to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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 waiverclaims under this Limited Guarantee). Notwithstanding the foregoing, in the event that the Company Guaranteed Parties or any of its affiliates asserts their respective Affiliates assert in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the (a) liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), (b) liability of Parent and the other Purchaser Parties under the Merger Agreement, (c) liability of Capital Gathering, LLC under the CG Commitment Letter, (d) liability of Xxxxxx Hotel Investors V-A, L.P. under the Xxxxxx Limited Guarantee or (e) liability of THI Inca V LLC under the THI Commitment Letter, then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate of any Guarantor shall have any liability to the Guaranteed Parties with respect to the transactions contemplated by the Merger 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 Laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Company prevails Guaranteed Parties prevail in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company Guaranteed Parties in connection with such litigation or proceeding.

Continuing Guarantee. This Unless terminated pursuant to this Section 7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on until the Guarantor, its successors and assigns until all amounts payable under this Limited Guarantee Guaranteed Obligations have been indefeasibly paid or satisfied in fullfull (subject to the Cap). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and the each Guarantor shall have no further obligations under or in connection with this Limited Guarantee as of the earlier of earliest of: (a) the Effective Time (as defined in Closing, if the Merger Agreement), Closing occurs; (b) the valid termination of the Merger Purchase Agreement in accordance with its terms by mutual consent of in circumstances where the parties Buyer Termination Fee or under circumstances any other Guaranteed Obligations are not payable (it being agreed that if the Buyer Termination Fee is not payable in which neither accordance with the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Purchase Agreement, the Guaranteed Obligations shall not exceed the Financing Cooperation Obligations pursuant to Section 1 hereof) and (c) the first twelve (12) month anniversary after the date hereof (unless, in the case of clauses (b) and (c) above the Guaranteed Party shall have commenced litigation against any Guarantor under and pursuant to this Limited Guarantee prior to the twelve (12) month anniversary after the date hereof, in which case this Limited Guarantee shall terminate only upon the final, non-appealable resolution of such action and satisfaction by such Guarantor(s) of any termination of the Merger Agreement in accordance with its terms, except as obligations finally determined or agreed to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor be owed by such first anniversaryGuarantor(s), and (d) consistent with the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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 waiverterms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Company Guaranteed Party or any of its affiliates Subsidiaries, or any Person claiming by, through or on behalf of any of them, asserts in any litigation or other proceeding any of the following: (i) that the provisions of Section 1 hereof limiting the each Guarantor’s liability to the Cap or the provisions of this Section 8 7 or Section 9 8 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantors are liable in respect of the Guaranteed Obligations in excess of or asserting to a greater extent than the 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 Affiliate of the Guarantor Buyer Related Party (as defined in Section 8 hereof) with respect to this Limited Guarantee, the equity commitment letter by and between the Guarantors and Buyer, dated as of the date hereof (the “Equity Commitment Letter”), the Purchase Agreement, or any other agreement or instrument delivered in connection with this Limited Guarantee, the Equity Commitment Letter, the Purchase Agreement or any of the transactions contemplated hereby or thereby, in each case, other than Retained Claims (as defined in Section 8) asserted by the Merger Agreement other than Guaranteed Party against the liability of the Guarantor under this Limited Guarantee Buyer Related Party(ies) against which such Retained Claims may be asserted pursuant to Section 8, then: (as limited by the provisions of Section 1), then (ix) the obligations of the each Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, and ; (iiy) 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; providedand (z) neither the Guarantors nor any other Buyer Related Parties shall have any liability whatsoever (whether at law or in equity, howeverwhether sounding in contract, that if tort, statute or otherwise) to the Guarantor asserts Guaranteed Party or any other Person in any litigation way under 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 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 this Limited Guarantee, the Equity Commitment Letter, the Purchase Agreement, or proceedingany other agreement or instrument delivered in connection with this Limited Guarantee, the Purchase Agreement or the transactions contemplated hereby or thereby.

Continuing Guarantee. This Limited Guarantee 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 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 earlier of (ai) the Effective Time (as defined in the Merger Agreement), ) and (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (cii) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting asserts any theory of liability against the Guarantor or any Affiliate (as hereinafter defined) or, other than its right to recover from Guarantor for up to the amount of the Guarantor 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 other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Agreement, then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any of its Affiliates shall have any liability to the Company with respect to the transactions contemplated by the Offer, the Merger Agreement or under this 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 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. 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 all amounts the Obligations payable under this Limited Guarantee have been indefeasibly paid 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 earlier earliest to occur of (ai) the Effective Time (as defined in consummation of the Merger Agreement)Closing, (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (cii) the first anniversary of any termination after the date hereof (unless the Guaranteed Party has made a claim under this Limited Guarantee prior to such date, in which case the relevant date shall be the date that such claim is finally settled, satisfied or otherwise resolved in a final judicial determination or by agreement of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or Guaranteed Party and the Guarantor by such first anniversary, (or its permitted assignee) and (diii) the undersigned’s terminating its obligations with respect time at which Obligations equal to the Merger as a result of the modification or waiver, Cap have been paid in a manner adverse to Parent 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)full. Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates controlled Affiliates or their respective successors and assigns asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the that any other provisions of this Section 8 or Section 9 hereof Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor Non-Recourse Party with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Permitted Claims, then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; providedpayments from the Guaranteed Party, however, that if and (iii) neither the Guarantor asserts in nor any litigation Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or other proceeding that any of its controlled Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the transactions contemplated by the Merger Agreement or under 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 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 proceedingGuarantee.

Continuing Guarantee. This Limited Guarantee shall remain in full force and effect and shall be binding on the GuarantorGuarantors, its their successors and assigns until all amounts payable under this Limited Guarantee the Obligations have been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor Guarantors shall have no further obligations under this Limited Guarantee as of the earlier earliest of (ai) the Effective Time (as defined in affirmative vote of the Merger Agreement)holders of the majority of voting power of the outstanding shares of capital stock of the Company to consummate the proposed transaction with Accelrys, (bii) the termination of failure by the Company to enter into the Merger Agreement in accordance with its terms by mutual consent of during the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger AgreementIrrevocable Period, (ciii) the first anniversary of any valid termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by (iv) the Company to Parent, Merger Sub or the Guarantor by such first anniversary, Closing and (div) the undersigned’s terminating its obligations with respect payment to the Merger as a result Guaranteed Party by any combination of Parent and/or the Guarantors of the modification or waiver, in a manner adverse to Parent or the Guarantor or the Other Guarantors, full amount 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)Obligations. Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting asserts any theory of liability against any Non-Recourse Party or, other than its rights to recover from the Guarantor Guarantors with respect to the Obligations, the Guarantors, Parent or any Affiliate of the Guarantor Merger Sub, with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Agreement, then (ix) the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and be null and void, and (iiy) if the either Guarantor has previously made any payments under this Limited Guarantee, it such Guarantor shall be entitled to recover such payments; provided, however, that if payments and (z) neither the Guarantor asserts in Guarantors nor any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject Non-Recourse Party shall have any liability 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, Guaranteed Party with respect to the extent Merger Agreement and the Company prevails in such litigation transactions contemplated thereby 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 proceedingunder this Guarantee.

Continuing Guarantee. This Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and permitted assigns until all amounts payable of the Guaranteed Percentage of the Obligations (subject to the limitations described herein) under this Limited Guarantee have been indefeasibly paid 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 earlier earliest to occur of (ai) the Effective Time (as defined in the Merger Agreement)Time, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under in any circumstances in other than pursuant to which neither the Parent nor and Merger Sub would be obligated to make a payment of the Parent Termination Fee in accordance with Section 8.06(b) of the Merger Agreement or pay any payments other amounts under Section 7.6(cSections 8.06(c), 8.06(f) or 6.07(e) of the Merger Agreement, (ciii) the first payment in full of the Obligations, and (iv) the three-month anniversary of any termination of the Merger Agreement in accordance with its termsterms in any circumstances pursuant to which Parent and Merger Sub would be obligated to make a payment of the Parent Termination Fee 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, except as to a claim for payment of any Obligation presented in writing by the Company Guaranteed Party to Parent, Merger Sub or the Guarantor on or prior to such three-month anniversary (in which case, the date such claim is resolved by a final and non-appealable judicial or arbitral decision or as agreed in writing by the parties hereto or otherwise satisfied); provided, that such first anniversary, claim shall set forth the basis for such claim and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent or the Guarantor shall not be required to pay any claim not submitted on or before the Other Guarantors, three-month anniversary of the provisions such termination of the Merger Agreement relating Agreement. Notwithstanding anything herein 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). Notwithstanding the foregoingcontrary, in the event that the Company 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 in equity or arbitration that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap Cap, the provisions of Section 1 hereof limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8 or 8, Section 9 and Section 18 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in excess of or asserting to a greater extent than the Guaranteed Percentage of the Obligations (subject to the limitations described herein), or asserts any theory of liability against Parent, Merger Sub, the Guarantor or any Affiliate of the Guarantor Non- Recourse Parties (as defined below) with respect to or in connection with the Transaction Agreements, any other agreement or instrument delivered pursuant to such Transaction Agreements, or any of the transactions contemplated by the Merger Agreement hereby or thereby, other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)a Retained Claim, then (iA) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (iiB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; provided, howeverand (C) neither the Guarantor, that if the Guarantor asserts nor Parent, nor Merger Sub, nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in any litigation equity, whether sounding in contract, tort, statue or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject otherwise) to the effects of bankruptcyGuaranteed Party, insolvency, fraudulent conveyance, reorganization, moratorium its Affiliates or any other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, person with respect to the extent the Company prevails in such litigation or proceedingTransaction Agreements, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of transactions contemplated by the Company in connection with such litigation Transaction Agreements or proceedingotherwise.

Continuing Guarantee. This Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until all amounts payable of the Obligation under this Limited Guarantee have has been indefeasibly paid paid, observed, performed or satisfied in fullfull in cash, at which time this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the no Guarantor shall have no any further obligations under this Limited Guarantee as of the earlier earliest to occur of (ai) the Effective Time (as defined in the Merger Agreement)Closing, (bii) subject to the termination Cap, receipt in full in cash by the Guaranteed Party or its Affiliates of the Merger Agreement in accordance Parent Payment Obligations with its terms by mutual consent of the parties or under circumstances in which neither respect to the Parent nor Merger Sub would be obligated Termination Fee pursuant to, and subject to make any payments under the limitations set forth in, Section 7.6(c7.5(c) of the A&R Merger Agreement and any amounts that may become payable pursuant to the last sentence of Section 5.13(a) or Section 7.5(d) of the A&R Merger Agreement, (ciii) the first anniversary valid termination of the A&R Merger Agreement in any circumstance other than one in which Parent could be obligated to pay any Parent Payment Obligations, and (iv) the date that is three months after the date of any termination of the A&R Merger Agreement in accordance with its termsany circumstance in which Parent could be obligated to pay any Parent Payment Obligations, except with respect to this clause (iv) as to a claim for payment of any Obligation Parent Payment Obligations presented in writing by the Company Guaranteed Party to Parent, Merger Sub or the Guarantor Guarantors on or prior to such three month date (in which case, this Limited Guarantee shall terminate on the date such claim is finally resolved by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result agreement of the modification parties thereto or waiverby a final nonappealable judgment of a court of competent jurisdiction or otherwise fully satisfied); provided, that such claim shall set forth in a manner adverse to Parent or reasonable detail 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 (basis for such claim and the Company hereby agrees that the Guarantor may terminate Guarantors shall not be required to pay any claim not submitted on or before such obligations as a result of any such modification or waiver)three-month date. Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the any Guarantor’s liability to the Cap Cap, or limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting asserts any theory of liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against the Guarantor or any Affiliate of the Guarantor Non-Recourse Party (as defined in Section 9) with respect to this Limited Guarantee, the A&R Merger Agreement, the Equity Commitment Letter (collectively, the “Transaction Agreements”) or any other agreement or instrument delivered pursuant to or in connection with the Transactions or such Transaction Agreements, or the transactions contemplated hereby or thereby, other than Retained Claims (as defined in Section 9 hereof) asserted by the Merger Agreement other than Guaranteed Party against the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 1)9, then (iA) the obligations of the Guarantor Guarantors under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, and (iiB) if the any Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover and retain such payments; provided, howeverand (C) none of the Guarantors nor any other Non-Recourse Party shall have any liability whatsoever (whether at law or in equity, that if whether sounding in contract, tort, statute or otherwise) to the Guarantor asserts Guaranteed Party or any other Person in any litigation way under 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 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 any Transaction Agreement, any other agreement or instrument delivered pursuant to such litigation Transaction Agreement, or proceedingthe transactions contemplated hereby or thereby.

Continuing Guarantee. This Unless terminated pursuant to this Section 7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on as to a given Guarantor until such Guarantor’s Pro Rata Percentage of the Guarantor, its successors and assigns until all amounts payable under this Limited Guarantee Guaranteed Obligations have been indefeasibly paid or satisfied in fullfull (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 the no Guarantor shall have no any further obligations under or in connection with this Limited Guarantee as of the earlier earliest to occur of (a) the Effective Time (as defined in consummation of the Merger Agreement)Closing, (b) 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 the parties or under circumstances in which neither where the Parent nor Merger Sub would be obligated Termination Fee is not payable pursuant to make any payments under the terms of Section 7.6(c8.3(c) of the Merger Agreement, (c) the first anniversary of any termination satisfaction of the Merger Agreement Guarantor’s obligations in accordance with its terms, except as respect of the Guaranteed Obligations (subject to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, Cap) and (d) the undersigned’s terminating its obligations with respect to the Merger as a result first (1st) anniversary of the modification or waiverdate hereof (unless, in a manner adverse to Parent or the Guarantor or the Other Guarantors, case of the provisions of the Merger Agreement relating to the Termination Feeclause (b) above and this clause (d), the Acquiror Expenses or Guaranteed Party shall have commenced litigation against any Guarantor under and pursuant to this Limited Guarantee prior to such termination, in which case this Limited Guarantee shall terminate upon the Reverse Termination Fee (final, non-appealable resolution of such action and the Company hereby agrees that the satisfaction by such Guarantor may terminate such obligations as a result of any obligations finally determined by a court of competent jurisdiction or agreed in writing between the Guaranteed Party and such modification or waiverGuarantor, in each case to be owed by such Guarantor, consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Company 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 in connection with this Limited 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 Guarantors’ aggregate liability to the Cap or the provisions of this Section 8 7 or Section 9 8 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that any Guarantor is liable in the aggregate in respect of the Guaranteed Obligations in excess of, or asserting to a greater extent than, such Guarantor’s Pro Rata Percentage of the 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 Affiliate of the Guarantor Non-Recourse Party (as defined in 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, the Merger Agreement or any of the transactions contemplated hereby or thereby, in each case, other than Retained Claims (as defined in Section 8 hereof) asserted by the Merger Agreement other than Guaranteed Party against the liability of the Guarantor under this Limited Guarantee Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 8 hereof, then: (as limited by the provisions of Section 1), then (ix) the obligations of the each Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, and ; (iiy) 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; providedand (z) neither the Guarantors nor any other Non-Recourse Parties shall have any liability whatsoever (whether at Law or in equity, howeverwhether sounding in contract, that if tort, statute or otherwise) to the Guarantor asserts Guaranteed Party or any other Person in any litigation way under, relating to 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 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 this Limited Guarantee, the Transaction Agreements (as defined below) or proceedingthe transactions contemplated hereby or thereby.

Continuing Guarantee. This Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all Obligations and all amounts payable under this Limited Guarantee have been indefeasibly paid in cash, 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 earlier of (ai) the Effective Time Closing and (as defined in the Merger Agreement), (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (cii) the first anniversary of any termination of the Merger Investment Agreement in accordance with its terms, except as to except, in the case of clause (ii), that if the Guaranteed Parties have presented a claim for payment of any Obligation presented by the Company hereunder to Parent, Merger Sub either Investor or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect anniversary then this Limited Guarantee shall remain in effect as to the Merger as a result of the modification such claim until such claim is paid or waiver, in a manner adverse to Parent 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)otherwise resolved. Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of Section 3 hereof preserving certain defenses of Guarantor or this Section 8 10 or Section 9 11 hereof are illegal, invalid or unenforceable in whole or in part, or asserting asserts any theory of liability against Guarantor (other than its right to recover from Guarantor for up to the Guarantor amount of the Obligations, subject to the Cap and the other limitations described herein), Investor or any other Guarantor Affiliate of the Guarantor (as hereinafter defined) with respect to this Guarantee or the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Investment Agreement, then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; provided, however, that if and (iii) neither the Guarantor asserts in nor Investor nor any litigation or of the other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject Guarantor Affiliates shall have any liability 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, Company with respect to the extent transactions contemplated by the Company prevails in such litigation Investment Agreement 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 proceedingunder this Guarantee.

Continuing Guarantee. This Limited Guarantee 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 the indefeasible payment and satisfaction in fullfull of the Obligations. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations obligation under this Limited Guarantee as of the earlier of (ai) the Effective Time and (as defined in the Merger Agreement), (bii) the termination eighteen month anniversary of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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)date hereof. Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its subsidiaries or affiliates asserts in any litigation or other proceeding that the provisions of hereof (including without limitation Section 1 hereof hereof) limiting the Guarantor’s maximum aggregate liability of the Guarantor to the Cap applicable Maximum Amount or the any other provisions of this Section 8 or Section 9 hereof Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Guarantor Affiliate of the Guarantor or Buyer or Acquisition Sub with respect to the transactions contemplated by the Merger Agreement or this Limited Guarantee other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of hereunder, including Section 1), then (ix) the obligations Obligation of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (iiy) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such paymentspayments from the Guaranteed Party, and (z) neither the Guarantor nor any Guarantor Affiliates shall have any liability to the Guaranteed Party or any of its affiliates with respect to the transactions contemplated by the Merger 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 Company Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company Guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. 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 all amounts payable under this Limited Guarantee the Obligations have been indefeasibly paid 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 earlier earliest of (ai) the Effective Time (as defined Closing in accordance with the terms of the Merger Agreement), including payment of the Merger Consideration, (bii) the valid termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances set forth in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as which Buyer would not be obligated to a claim for pay the Buyer Termination Fee and (iii) the payment to the Guaranteed Party by any combination of any Obligation presented by the Company to Parent, Merger Sub or Buyer and/or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent or the Guarantor or the Other Guarantors, full amount 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)Obligations. Notwithstanding the foregoingany other term or provision of this Limited Guarantee, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the any other provisions of this Section 8 or Section 9 hereof Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor Non-Recourse Party with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)) or under the Confidentiality Agreement, then (ix) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, and (iiy) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; providedpayments from the Guaranteed Party, howeverand (z) neither the Guarantor, that if nor any Non-Recourse Parties shall have any liability to the Guarantor asserts in Guaranteed Party or any litigation of its Affiliates with respect to the Equity Commitment Letter, the Merger Agreement or other proceeding that the transactions contemplated by the Merger Agreement or under 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 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 proceedingGuarantee.

Continuing Guarantee. 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 all amounts payable under this Limited Guarantee the Obligations have been indefeasibly paid 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 earlier earliest of (ai) the Effective Time (as defined Closing in accordance with the terms of the Merger Agreement), including payment of the Merger Consideration, (bii) the valid termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances set forth in the Merger B-3 Agreement in which neither the Parent nor Merger Sub Buyer would not be obligated to make pay the Buyer Termination Fee and (iii) the payment to the Guaranteed Party by any payments under Section 7.6(c) combination of Buyer and/or the Guarantor of the Merger Agreement, (c) the first anniversary of any termination full amount of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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)Obligations. Notwithstanding the foregoingany other term or provision of this Limited Guarantee, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the any other provisions of this Section 8 or Section 9 hereof Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor Non-Recourse Party with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)) or under the Confidentiality Agreement, then (ix) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, and (iiy) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; providedpayments from the Guaranteed Party, howeverand (z) neither the Guarantor, that if nor any Non-Recourse Parties shall have any liability to the Guarantor asserts in Guaranteed Party or any litigation of its Affiliates with respect to the Equity Commitment Letter, the Merger Agreement or other proceeding that the transactions contemplated by the Merger Agreement or under 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 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 proceedingGuarantee.

Continuing Guarantee. This Limited Unless validly terminated pursuant to this Section 7, this Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until all amounts payable under this Limited Guarantee the Obligations have been fully and indefeasibly paid paid, observed, performed or satisfied in fullfull (subject to the Maximum Aggregate Amount), at which time this Guarantee shall immediately and automatically terminate and the Guarantor shall have no further obligations under this Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier earliest to occur of (a) the Effective Time (as defined in the Merger Agreement), (b) the termination consummation of the Merger Agreement Closing in accordance with its the terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, and (cb) the first anniversary of any date that is six (6) months following the valid termination of the Merger Agreement in accordance with its terms, except as unless prior to such date (i) the Guaranteed Party shall have delivered a claim for written notice to the Guarantor with respect to non-payment of any Obligation presented of the Obligations or (ii) the Guaranteed Party shall have commenced a legal proceeding against any Guarantor alleging any of the Obligations is due and owing from the Guarantor pursuant to Section 1, in which case, this Guarantee shall terminate only upon the earlier to occur of (x) the payment of the Maximum Aggregate Amount to the Guaranteed Party (less any amounts already paid to the Guaranteed Party in respect of the Obligations) and (y) the final, non-appealable resolution of such action and satisfaction by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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 obligations finally determined or waiver)agreed by the Guaranteed Party to be owed by the Guarantor, consistent with the terms hereof. Notwithstanding the foregoing, in the event that the Company or any of its affiliates Guaranteed Party asserts in any litigation legal proceeding or other proceeding Action that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap Maximum Aggregate Amount or that the provisions of this Section 8 7 or Section 9 hereof 8 are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Guarantor Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement Agreement, other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)any Retained Claim, then (iA) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, void and (iiB) if neither the Guarantor has previously made nor any payments Guarantor Affiliate shall have any liability to the Guaranteed Party or its Affiliates under this Limited Guarantee, it shall be entitled to recover such payments; 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 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. This Limited Guarantee shall remain in full force and effect and shall be binding on the GuarantorGuarantors, its their successors and assigns until all amounts payable under this Limited Guarantee the Obligations have been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor Guarantors shall have no further obligations under this Limited Guarantee as of the earlier earliest of (ai) the Effective Time affirmative vote of the holders of the majority of voting power of the outstanding shares of capital stock of the Company to consummate the proposed transaction with Accelrys, (ii) the failure of the Company Board to recommend that the Company’s stockholders vote against the transactions contemplated by the First Merger Agreement before the Company Stockholders’ Meeting (as defined in the First Merger Agreement), (biii) the termination of failure by the Company to enter into the Merger Agreement in accordance with its terms by mutual consent of during the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger AgreementAcceptance Period, (civ) the first anniversary of any valid termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by (v) the Company to Parent, Merger Sub or the Guarantor by such first anniversary, Closing and (dvi) the undersigned’s terminating its obligations with respect payment to the Merger as a result Guaranteed Party by any combination of Parent and/or the Guarantors of the modification or waiver, in a manner adverse to Parent or the Guarantor or the Other Guarantors, full amount 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)Obligations. Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting asserts any theory of liability against any Non-Recourse Party or, other than its rights to recover from the Guarantor Guarantors with respect to the Obligations, the Guarantors, Parent or any Affiliate of the Guarantor Merger Sub, with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Agreement, then (ix) the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and be null and void, and (iiy) if the either Guarantor has previously made any payments under this Limited Guarantee, it such Guarantor shall be entitled to recover such payments; provided, however, that if payments and (z) neither the Guarantor asserts in Guarantors nor any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject Non-Recourse Party shall have any liability 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, Guaranteed Party with respect to the extent Merger Agreement and the Company prevails in such litigation transactions contemplated thereby 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 proceedingunder this Guarantee.

Continuing Guarantee. 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 all amounts payable under this Limited Guarantee have the Obligation has been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations obligation under this Limited Guarantee as of the earlier earliest of (a) the Effective Time (as defined in the Merger Agreement)Time, (b) the termination of the Merger Agreement in accordance with its terms by mutual consent (other than a termination of the parties or under circumstances Merger Agreement for which a Parent Termination Fee is, in which neither the Parent nor Merger Sub would be obligated to make any payments under accordance with Section 7.6(c8.2(c) of the Merger Agreement, due and owing by Parent (a "Qualifying Termination") and (c) the first anniversary 120th day after a Qualifying Termination unless prior to the 120th day after such Qualifying Termination, the Guaranteed Party shall have commenced a legal proceeding against Parent or Merger Sub alleging a Parent Termination Fee is due and owing or against the Guarantor alleging amounts payable by the Guarantor to the Guaranteed Party under this Limited Guarantee, in which case this Limited Guarantee shall terminate upon either (i) a final, non-appealable resolution of any termination such claim and payment of the Merger Agreement in accordance with its termsObligation (subject to the Cap), except as to if applicable or (ii) a claim for written agreement signed by each of the parties hereto terminating this Limited Guarantee. If any payment of any Obligation presented or payments made by the Company to Parent, Parent or Merger Sub or any part thereof in respect of the Guarantor by such first anniversaryParent Termination Fee, and (d) the undersigned’s terminating its obligations with respect 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 Merger 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 a result if said payment or payments had not been made. In the event that the Guaranteed Party or any of the modification its Affiliates institutes any suit, action or waiver, in a manner adverse to Parent proceeding or the Guarantor or the Other Guarantors, makes any claim (A) asserting that any 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof Limited Guarantee are illegal, invalid or unenforceable in whole or in partpart or that the Guarantor is liable in excess of or to a greater extent than the Cap or (B) arising under, or asserting any theory of liability against in connection with, the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by Equity Commitment Letter, the Merger Agreement or any other document or agreement entered into in connection with the Merger Agreement (other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1Retained Claims), then (i1) the obligations Obligation of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii2) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; providedpayments from the Guaranteed Party, howeverand (3) neither the Guarantor, that if Parent, Merger Sub nor any Non-Recourse Party shall have any liability to the Guarantor asserts in Guaranteed Party or any litigation of its Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or other proceeding that under 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 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 proceedingGuarantee.

Continuing Guarantee. This Limited The guarantee constituted by this Guarantee shall remain be continuing and shall extend to the ultimate balance of the Guaranteed Amounts and to the performance in full force of all obligations guaranteed hereunder, regardless of any intermediate payment or discharge in whole or in part or performance in part. If this Guarantee ceases to continue in force, either Protected Party may open a new account, or continue any existing account, with the Issuer and effect the liability of the Guarantor in respect of the Guaranteed Amounts at the date of the cessation shall remain regardless of any payments in or out of any such account. Discharge and release The Guarantor may terminate this Guarantee by giving not less than six months’ written notice to the Protected Parties; provided that any such termination shall be binding on not affect the Guarantor, its successors ’s liabilities and assigns until all amounts payable under this Limited Guarantee have been indefeasibly paid 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 earlier of (a) the Effective Time (as defined in the Merger Agreement), (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary respect of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversaryGuaranteed Amount which is then outstanding, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate Guarantee shall continue to apply until all such liabilities and obligations of the Guarantor have been fully performed. Subject to clauses 5.1 and 5.3, and provided the Guaranteed Amounts have been irrevocably paid in full and all obligations guaranteed hereunder performed in full, the Protected Parties, at the request and cost of the Guarantor, shall discharge or release the Guarantor by written instrument signed by the Protected Parties. Any discharge or release referred to in clause 5.2 and any composition or arrangement which the Guarantor may effect with respect a Protected Party shall be deemed to be made subject to the transactions contemplated by condition that it will be void if any payment, performance, security or other disposition which a Protected Party has received or may receive from any person in respect of the Merger Agreement Guaranteed Amounts or in respect of the other than obligations guaranteed hereunder is set aside, avoided, refunded or reduced under any applicable law or proves to have been invalid. If such condition is satisfied, the liability of the Guarantor under this Limited Guarantee (as limited by will continue to be reinstated and the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it Protected Party shall be entitled to recover such payments; provided, however, that if from 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 Company prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out the value of pocket expenses such security or the amount of the Company in connection with any such litigation payment as if such discharge, release, composition or proceedingarrangement had not been effected or had not occurred.

Continuing Guarantee. This Until terminated pursuant to this Section 8, this Limited Guarantee 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 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 Guarantee, as of the earlier earliest of (ai) the Effective Time Closing (as defined in but only if the Merger Agreementshall have been consummated and the Required Amounts shall have been funded in full), (bii) the valid termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither none of the Parent nor Merger Sub would be obligated Termination Fee, 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 any payments under Section 7.6(c) payment of the Merger AgreementParent Termination Fee, the payment to the Guaranteed Party of an aggregate amount equal to the Parent Termination Fee, (civ) 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 first anniversary of any 180th day after the valid termination of the Merger Agreement under circumstances in accordance with its termswhich the Parent Termination Fee, except as Enforcement Costs or Reimbursement Obligations are payable (a “Qualifying Termination”) unless, prior to a claim for payment of any Obligation presented by such 180th day, the Company to ParentGuaranteed Party has commenced an action, Merger Sub 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 first anniversary90th day, 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 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 terminating the obligations and liabilities of the Guarantor pursuant to this Limited Guaranty and (dD) the undersigned’s terminating its obligations with respect to the Merger as a result payment in full of the modification or waiver, in a manner adverse to Parent or Obligations by the Guarantor or the Other Guarantors, payment of the provisions of the Merger Agreement relating to the Parent Termination Fee, the Acquiror Expenses or the Reverse Termination Fee (any Enforcement Costs and the Company hereby agrees that the Guarantor may terminate such obligations as a result of any such modification or waiver)Reimbursement Obligations by Parent. Notwithstanding the foregoing, in In the event that the Company Guaranteed Party or any of its affiliates 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 claim relating to this Limited Guarantee, or other proceeding in any action, suit or legal proceeding, that the provisions of Section 1 hereof limiting the Guarantor’s liability monetary obligation to the Cap Maximum Amount or that the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting asserts any theory of liability or seeks any remedies against the Guarantor or any Guarantor/Parent Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability a Permitted Claim, then, in each case, (a) all obligations of the Guarantor under this Limited Guarantee (as limited by including the provisions of Section 1), then (iObligations) the obligations of the Guarantor under this Limited Guarantee shall automatically terminate ab initio and thereupon be null and void, void and (iib) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover have such payments; provided, however, that if payments refunded by 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 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 proceedingGuaranteed Party.

Continuing Guarantee. This Limited Guarantee Limitex Xxxxxxxee shall remain in full force and effect and shall be binding on the Guarantor, its his successors and assigns until all amounts payable under this Limited Guarantee have been indefeasibly paid or 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 earlier earliest of (ai) the Effective Time (as defined in the Merger Agreement)Time, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor and Merger Sub would not be obligated to make any payments under Section 7.6(c7.2(b) of the Merger Agreement, and (ciii) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as terms under circumstances in which Parent and Merger Sub would be obligated to make any payments under Section 7.2(b) if the Guaranteed Party has not presented a claim for payment of any Obligation presented by the Company to Parent, Parent and Merger Sub or any Guarantor (including the Guarantor Other Guarantors) by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates Controlled Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s 's liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it he shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate of any Guarantor shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger 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 Company Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. This Limited Unless terminated pursuant to this Section 7 (Continuing Guarantee), this Guarantee is a continuing one and 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 permitted assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its respective successors and permitted transferees and assigns, until all amounts payable under this Limited Guarantee the Obligations have been indefeasibly paid paid, observed, performed or satisfied in full. Notwithstanding the foregoing, at which time this Limited Guarantee shall immediately and automatically terminate and the Guarantor Guarantors shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Guarantee shall terminate automatically and the Guarantors shall have no further obligations under this Guarantee immediately as of the earlier earliest to occur of (ai) the Effective Time consummation of the Closing and the payment of Closing Payments (as defined in the Merger Agreement)Equity Commitment Letter) in connection therewith, (bii) payment in full of the Obligations pursuant to this Guarantee, (iii) valid termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under in any circumstances in other than pursuant to which neither the Parent nor Merger Sub would be obligated to make a payment of any payments under Section 7.6(c) portion of the Merger Agreement, Obligations and (civ) the first anniversary of any date that is 90 days after the valid termination of the Merger Agreement in accordance with its termsterms in any circumstances pursuant to which Parent would be obligated to make a payment in respect of any portion of the Obligations (any such termination, except as a “Qualifying Termination”)), unless prior to the end of the 90th day after a claim for Qualifying Termination, the Guaranteed Party shall have commenced a suit, action or other proceeding against Parent alleging payment of any Obligation presented by Obligations due and owing or against a Guarantor that amounts are due and owing from the Company Guarantors pursuant to ParentSection 1 (Limited Guarantee) hereof (a “Qualifying Suit”); provided that if a Qualifying Termination has occurred and a Qualifying Suit is filed prior to the end of the 90th day after a Qualifying Termination, the Guarantors shall not have any further liability or obligation under this Guarantee from and after the earliest of (w) the consummation of the Closing in accordance with the terms of the Merger Sub or Agreement, including payment of the Guarantor by Closing Payments (as defined in the Equity Commitment Letter) in accordance with the Merger Agreement, (x) a final, non-appealable resolution of such first anniversaryQualifying Suit determining that the Guarantors do not owe any amount pursuant to this Guarantee, (y) a written agreement among the Guarantors and the Guaranteed Party expressly terminating this Guarantee, and (dz) the undersigned’s terminating its obligations with respect to the Merger as a result satisfaction in full of the modification Guarantors’ Obligations by the Guarantors or waiver, in a manner adverse to Parent 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)Parent. Notwithstanding the foregoing, in the event that the Company Guaranteed Party or its Subsidiaries, or any of their respective directors or officers acting on their behalf or controlled Affiliates or Bain or its affiliates asserts in Subsidiaries, or any litigation of their respective directors or officers acting on their behalf or controlled Affiliates (A) file or otherwise commence (or encourage, facilitate or support any other person to file or commence) any lawsuit or other legal proceeding asserting a claim that the provisions of Section 1 hereof this Guarantee limiting the a Guarantor’s liability to its Pro Rata Portion of the Cap Obligations or its Pro Rata Portion of the Maximum Amount, or any provisions of this Section 8 or Section 9 hereof Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting assert any theory of liability against the any Guarantor or any Guarantor Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than any Permitted Claim or (B) assert, file or otherwise commence, directly or indirectly, any lawsuit or other legal proceeding asserting a claim under, or action against, any Guarantor Affiliate in connection with this Guarantee, the liability of Equity Commitment Letter, the Guarantor under this Limited Guarantee (as limited by Merger Agreement, the provisions of Section 1)Debt Commitment Letters or any transaction contemplated hereby or thereby or otherwise relating hereto or thereto, in each case other than any Permitted Claim, then (iW) the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and be null and void, and (iiX) if the a Guarantor has previously made any payments under this Limited Guarantee, it such Guarantor shall be entitled to recover such payments; provided, however, that if (Y) the Guarantors shall be entitled to recover from the Guaranteed Party the costs and expenses incurred by the Guarantors or any 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 Company prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company Affiliate in connection with the defense of any such litigation claims or proceedingthe enforcement of their respective rights under this Guarantee, the Equity Commitment Letter, the Merger Agreement, the Debt Commitment Letters or any transaction contemplated hereby or thereby or otherwise relating hereto or thereto and (Z) neither the Guarantors nor any of its Affiliates shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the transactions contemplated by the Merger Agreement, under this Guarantee or otherwise.

Continuing Guarantee. This Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all of the Obligations and all amounts payable under this Limited Guarantee have been indefeasibly paid 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 earlier of (ai) the Effective Time Closing and the payment of the Merger Consideration (each as defined in the Merger Agreement), (bii) receipt in full by the termination Guaranteed Party or its affiliates of the Merger Agreement in accordance with its terms by mutual consent payment obligations of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated pursuant to make any payments under Section 7.6(c4.3(b) of the Merger Agreement, (ciii) the first anniversary of any termination pursuant to Section 6 hereof, and (iv) termination of the Merger Agreement in accordance with its terms, except as pursuant to a claim for Section 4.1 thereof under circumstances that do not give rise to any payment obligations of any Obligation presented by the Company Parent pursuant to Parent, Merger Sub or the Guarantor by such first anniversary, and (dSection 4.3(b) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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)Agreement. Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s 's liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor or Parent Affiliates with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (iA) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (iiB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (C) neither the Guarantor nor any Guarantor or Parent Affiliate shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement under this Limited Guarantee or otherwise; 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 Company Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company Guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. This Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the each Guarantor, its successors and permitted assigns until all amounts payable the Obligations (subject to the Cap) under this Limited Guarantee have been indefeasibly paid or paid, observed, performed and satisfied in full. Notwithstanding the foregoing, at which time this Limited Guarantee shall terminate and the Guarantor Guarantors shall have no further obligations under this Limited Guarantee. This Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee as automatically and immediately upon the earliest to occur of (i) the Closing and the deposit of the earlier amounts required to be deposited in respect of (a) the Effective Time (as defined Payment Fund and Compensatory Award Fund at Closing in accordance with the terms of the Merger AgreementAgreement and the payment of all other amounts required to be paid at or prior to the consummation of the Transactions pursuant to the Merger Agreement (only after which the obligations hereunder shall be discharged), (bii) payment in full of the Obligations (subject to the Cap) or (iii) 60 days following the valid termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoingprovided that, in the event that the Company Guaranteed Party or any of its affiliates asserts successors or assigns (or any agents acting on their behalf) shall have commenced an Action in accordance with this Limited Guarantee against the Guarantors or, in the event that any Company Entity or any of their respective Affiliates, successors or assigns (or any agents acting on their behalf) shall have commenced an Action in accordance with the Merger Agreement against the Parent Entities, in each case, alleging that the Guarantors or the Parent Entities (as applicable) are liable for any portion of the Obligations, then this Limited Guarantee shall not terminate and shall survive solely with respect to such amounts claimed or alleged to be so owing pursuant to this clause (iii) until the earlier of (A) the entry of a final, non-appealable order of a court of competent jurisdiction discharging the Guarantors or the Parent Entities (as applicable) of any such Obligations and (B) the termination of this Limited Guarantee by mutual written agreement of the Guarantors and the Guaranteed Party (acting with the prior approval of the Special Committee) and, in either case, the payment by the Guarantors or the Parent Entities (as applicable) to the Company Entities of all amounts payable by the Guarantors pursuant to such order or agreement). Notwithstanding the foregoing or anything in this Limited Guarantee that may be deemed to the contrary, in the event that the Guaranteed Party or any of its Affiliates assert in any litigation or other proceeding Action (a) that the provisions of Section 1 hereof limiting the any Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting (b) any theory of liability against the any Guarantor or any Affiliate Parent Related Party (which term, for the avoidance of doubt, does not include the Guarantor Parent Entities or the Merger Subs) with respect to this Limited Guarantee, the Guarantor Equity Commitment Letter, the Merger Agreement or any of the transactions contemplated by the Merger Agreement hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than the liability of the Guarantor under than, solely with respect to this Limited Guarantee clause (as limited by the provisions of Section 1b), any claim that is a Non-Prohibited Claim), then (ix) the obligations of the Guarantor Guarantors under this Limited Guarantee shall terminate ab initio and be null and voidof no further force or effect, and (iiy) if the any Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; provided, however, that if payments in full and (z) neither the Guarantor asserts in Guarantors nor any litigation Parent Related Party shall have any further liability to the Guaranteed Party or other proceeding that its Affiliates with respect to the Transactions under 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 Company prevails in such litigation or proceedingGuarantee, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses Equity Commitment Letter, the Merger Agreement or any of the Company in connection with such litigation transactions contemplated hereby or proceedingthereby.

Continuing Guarantee. This Except to the extent that the obligations and liabilities of the Guarantors are terminated pursuant to the provisions of Section 6 hereof, this Limited Guarantee Guaranty is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding on upon the Guarantor, its Guarantors and each of their successors and assigns until all amounts payable under assigns, and shall inure to the benefit of, and be enforceable by, the Company and its respective successors and permitted transferees and assigns. All obligations to which this Limited Guarantee Guaranty applies or may apply under the terms hereof shall be conclusively presumed to have been indefeasibly paid or satisfied created in fullreliance hereon. 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 (a) the Effective Time (as defined in the Merger Agreement), (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties foregoing or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect anything else herein to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoingcontrary, in the event that the Company or any of its affiliates Affiliates asserts in any litigation or other proceeding (i) that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability of the Guarantors to the Cap Cap, or the that any other provisions of this Section 8 or Section 9 hereof Limited Guaranty are illegal, invalid or unenforceable in whole or in part, or asserting that the Guarantors are liable for amounts in excess of the Cap, or (ii) any theory of liability against the Guarantor Guarantors, Parent or any Affiliate of the Guarantor their respective Affiliates with respect to the transactions contemplated by the Merger Agreement or this Limited Guaranty other than the liability any claim of the Guarantor under this Limited Guarantee Company (I) against the Guarantors seeking specific performance of the Guarantors’ obligations in accordance with Section 10.08 of the Merger Agreement and the Equity Commitment Letter prior to the termination of the Merger Agreement or in respect of a Qualifying Suit (as limited by the provisions of Section 1hereof), (II) against Parent or Merger Sub under and in accordance with the Merger Agreement or (III) enforcing any rights under the Confidentiality Agreement (the foregoing clauses (I), (II) and (III), the “Non-Prohibited Claims”), then (ix) the obligations Guaranteed Obligations of the Guarantor Guarantors under this Limited Guarantee Guaranty shall terminate ab initio and shall thereupon be null and void, and (iiy) if the Guarantor has Guarantors have previously made any payments payment under this Limited GuaranteeGuaranty, it they shall be entitled to recover such payments; providedpayments from the Company and (z) none of the Guarantors, however, that if Parent or any of their respective Affiliates shall have any liability to the Guarantor asserts in Company or any litigation of its Affiliates with respect to the transactions contemplated by the Merger Agreement or other proceeding that under 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 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 proceedingGuaranty.

Continuing Guarantee. This Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until all amounts payable under this Limited Guarantee have been indefeasibly paid 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 earlier of (a) the Effective Time (as defined in the Merger Agreement), (b) the valid termination of the Merger Agreement in accordance with its terms by mutual consent of the parties pursuant to Section 8.1(a), 8.1(d), 8.1(e), 8.1(f) or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c8.1(g) of the Merger Agreement, and (c) the first anniversary of any other termination of the Merger Agreement in accordance with its terms, except except, in the case of clause (c), as to a claim for payment of any Obligation presented by the Company to ParentBuyer, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates Subsidiaries asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability liabilities to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, part or asserting asserts any theory of liability against the Guarantor or any Affiliate Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under with respect to this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate of the Guarantor shall have any liability to the Company with respect to the transactions contemplated by the Merger Agreement or under this 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 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. 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 all amounts payable under this Limited Guarantee of the Obligations have been indefeasibly paid 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 earlier of (a) the Effective Time (as defined in the Merger Agreement), and (b) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its termsdate hereof, except as unless prior to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect Guaranteed Party shall have provided notice to the Merger as a result of Guarantor claiming amounts payable by the modification Guarantor to the Guaranteed Party under this Limited Guarantee or waiver, in a manner adverse 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) payment of the Obligations (subject to the Cap), (ii) the final, non-appealable resolution of a legal proceeding commenced by the Guaranteed Party alleging amounts payable by the Guarantor or the Other Guarantors, under this Limited Guarantee and payment of the provisions Obligations (subject to the Cap), if applicable or (iii) a written agreement signed by each 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)parties hereto terminating this Limited Guarantee. Notwithstanding the foregoing, in In the event that the Company Guaranteed Party or any of its affiliates (A), asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, part or asserting (B) asserts any theory of liability against the Guarantor (including a claim to enforce or any Affiliate other claim with respect to the equity commitment letter dated as of the date hereof from the Guarantor to Parent (the “Equity Commitment Letter”)) or any Non-Recourse Party with respect to the transactions contemplated by or otherwise relating to the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Agreement, then (ix) the obligations Obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (iiy) if the Guarantor has previously made any payments under this Limited Guarantee, it the Guarantor shall be entitled to recover such payments; providedpayments from the Guaranteed Party, howeverand (z) neither the Guarantor, that if Parent, Merger Sub nor any Non-Recourse Party shall have any liability to the Guarantor asserts in Guaranteed Party or any litigation of its affiliates with respect to the transactions contemplated by the Merger Agreement or other proceeding that under 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 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 proceedingGuarantee.

Continuing Guarantee. This (a) Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until all amounts payable the Obligation (subject to the Cap) under this Limited Guarantee have has been indefeasibly paid 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 hereunder. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee hereunder as of the earlier earliest to occur of (ai) the Effective Time (as defined in the Merger Agreement)Time, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under in any circumstances in other than pursuant to which neither the Parent nor and Merger Sub would be obligated to make any payments pay the Parent Termination Fee under Section 7.6(c8.06(b) of the Merger Agreement, (ciii) the first anniversary payment in full of the Obligation, and (iv) one hundred twenty (120) days after any termination of the Merger Agreement in accordance with its terms, except as terms in any circumstances pursuant to a claim for payment of any Obligation presented by the Company to Parent, which Parent and Merger Sub or would be obligated to pay the Guarantor by such first anniversary, and (dParent Termination Fee under Section 8.06(b) the undersigned’s terminating its obligations with respect to of the Merger as Agreement, unless the Guaranteed Party has initiated a result bona fide claim or proceeding in accordance with the terms of the modification Merger Agreement; provided further that if the Guaranteed Party has initiated such claim or waiver, in a manner adverse to Parent proceeding on or the Guarantor or the Other Guarantors, before such 120th day of the provisions termination 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio upon the date such claim or proceeding is resolved by a final and be null and void, and (ii) if non-appealable judicial or arbitral decision or as agreed in writing by the parties hereto or otherwise satisfied; provided that the Guarantor has previously made shall not be required to pay any payments amount not subject to such claim or proceeding initiated on or before such 120th day of the termination of the Merger Agreement. The Guarantor shall have no further obligations under this Limited Guarantee, it shall be entitled to recover such payments; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable following termination 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 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 proceedingthis Section 8.

Continuing Guarantee. This Subject to this Section 8 and the last sentence of Section 3, 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 all amounts payable by Guarantor under this Limited Guarantee Guaranty (subject to the terms and conditions of this Limited Guaranty, including without limitation, the Cap) with respect to the Payment Obligations have been indefeasibly paid or satisfied in full. Notwithstanding anything to the foregoingcontrary in this Limited Guaranty, this Limited Guarantee Guaranty shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee Guaranty as of the earlier earliest of (ai) the Effective Time consummation of the merger under the Agreement, (as defined ii) the date on which (A) there are no further outstanding Payment Obligations or (B) Guarantor has made payments in respect of obligations under this Limited Guaranty that, in the Merger Agreement)aggregate, equal or exceed the Cap, (biii) the termination of the Merger Agreement other than pursuant to Sections 9.3(b) or 9.3(c) thereof, and (iv) the date that is three months after the termination of the Agreement pursuant to Sections 9.3(b) or 9.3(c) thereof unless, in accordance with its terms the case of this clause (iv), the Guaranteed Party has provided written notice to Guarantor pursuant to Section 7 asserting a claim by mutual consent the Guaranteed Party prior to such date, in which case the relevant termination date shall be the date that such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or under circumstances a final, non-appealable judgment of a Governmental Authority of competent jurisdiction; provided that such claim shall set forth in which neither reasonable detail the Parent nor Merger Sub would basis for such claim and the Guarantor shall not be obligated required to make pay any payments under Section 7.6(c) of claim not submitted on or before the Merger Agreement, (c) date that is three months after the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect Agreement. Notwithstanding anything to the Merger as a result of the modification or waiver, contrary in a manner adverse to Parent 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). Notwithstanding the foregoingthis Agreement, in the event that the Company Guaranteed Party or any of its affiliates asserts Affiliates asserts, or directs any other Person to assert, in any litigation or other proceeding (I) that one or more of the provisions of this Limited Guaranty, including any of the provisions of Section 1 hereof limiting the Guarantor’s liability to money damages no greater than the Cap or and the provisions of this Section 8 or Section 9 hereof 9, are illegal, invalid or unenforceable in whole or in part, or asserting that Guarantor is liable for Payment Obligations or other amounts under this Limited Guaranty that, in the aggregate, exceed the Cap (all such claims or assertions described in this clause (I), “Expressly Prohibited Claims”) or (II) any claim or theory of liability against the Guarantor Guarantor, Parent or any Affiliate of the Guarantor Non-Recourse Party with respect to this Limited Guaranty, the Agreement, or the Equity Financing Commitment or the transactions contemplated by hereby or thereby other than, in the Merger Agreement other than the liability case of this clause (II), a claim (each of the following, a “Retained Claim”) against (x) Platinum Equity Advisors, LLC under the NDA for breach thereof, (y) Guarantor under this Limited Guarantee Guaranty (as limited by the provisions of this Limited Guaranty, including, without limitation, Section 1) or (z) Parent under the Agreement, for breach thereof (as limited by the provisions thereof), in each case in this clause (II), which does not include any Expressly Prohibited Claim, then (iA) the obligations of the Guarantor under this Limited Guarantee Guaranty shall terminate ab initio and be null and void, and (iiB) if the Guarantor has previously made any payments under this Limited GuaranteeGuaranty, it shall be entitled to recover such payments; provided, however, that if and (C) neither Guarantor nor any Non-Recourse Party shall have any liability to the Guarantor asserts in Guaranteed Party or any litigation of its Affiliates with respect to the transactions contemplated by the Agreement or other proceeding that under 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 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 proceedingGuaranty.

Continuing Guarantee. This Founder 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 respective successors and assigns until all amounts payable under this Limited Guarantee the Obligations have been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, this Founder Limited Guarantee shall terminate and the Guarantor Guarantors shall have no further obligations obligation under this Founder Limited Guarantee as of the earlier earliest of (a) the Effective Time (as defined in the Merger Agreement)Time, (b) the termination of the Merger Agreement in accordance with its terms by mutual consent (other than a termination of the parties or under circumstances Merger Agreement for which a Parent Termination Fee is, in which neither the Parent nor Merger Sub would be obligated to make any payments under accordance with Section 7.6(c9.3(c) of the Merger Agreement, due and owing by Parent (a "Qualifying Termination")) and (c) the first anniversary of any termination of 120th day after a Qualifying Termination unless prior to the 120th day after such Qualifying Termination, the Guaranteed Party shall have commenced a 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 Guaranteed Party under this Founder Limited Guarantee, in accordance with its termswhich case this Founder Limited Guarantee shall terminate upon either (i) a final, except as to a non-appealable resolution of such claim for and payment of the Obligation (subject to the Cap), if applicable or (ii) a written agreement signed by each of the parties hereto terminating this Founder Limited Guarantee. If any Obligation presented payment or payments made by the Company to Parent, Parent or Merger Sub or any part thereof in respect of the Guarantor by such first anniversaryParent Termination Fee are subsequently invalidated, and (d) the undersigned’s terminating its obligations with respect 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 Merger 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 a result if said payment or payments had not been made. In the event that the Guaranteed Party or any of its Affiliates (other than the modification Rollover Shareholders or waiverany of their Affiliates or any such Persons’ respective officers and directors) institutes any suit, in a manner adverse to Parent action or the Guarantor proceeding or the Other Guarantors, makes any claim (A) asserting that any 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof Founder Limited Guarantee are illegal, invalid or unenforceable in whole or in partpart or that the Guarantors are liable in excess of or to a greater extent than the Cap or (B) arising under, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by in connection with, the Merger Agreement or any other document or agreement entered into in connection with the Merger Agreement (other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1Founder Retained Claims), then (i1) the obligations Obligations of the Guarantor Guarantors under this Founder Limited Guarantee shall terminate ab initio and be null and void, and (ii2) if the Guarantor has Guarantors have previously made any payments under this Founder Limited Guarantee, it they shall be entitled to recover such payments; providedpayments from the Guaranteed Party, howeverand (3) neither the Guarantors, that if the Guarantor asserts in Parent, Merger Sub nor any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject Non-Recourse Party shall have any liability to the effects Guaranteed Party or any of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium its Affiliates (other than the Rollover Shareholders or other similar laws affecting creditorsany of their Affiliates or any such Persons’ rights generally, respective officers and general equitable principles (whether considered in a proceeding in equity or at law), then, directors) with respect to the extent transactions contemplated by the Company prevails in such litigation Merger Agreement 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 proceedingunder this Founder Limited Guarantee.

Continuing Guarantee. This Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until all amounts payable under this Limited Guarantee the Guaranteed Payments have been indefeasibly paid paid, observed, performed or satisfied in full, at which time, this Limited Guarantee shall terminate and Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall not have no any further obligations under this Limited Guarantee as of the earlier earliest to occur of (ai) the Effective Time (as defined in the Merger Agreement)Closing, (bii) receipt in full by a Guaranteed Party or its Affiliates of the Guaranteed Payments, (iii) termination of the Merger Purchase Agreement in accordance with its terms by mutual consent of the parties or under any circumstances in other than pursuant to which neither the Parent nor Merger Sub Buyer would be obligated to make any payments under Section 7.6(c) a payment of the Merger AgreementGuaranteed Payments, and (civ) the first three (3) month anniversary of any termination of the Merger Purchase Agreement in accordance with its termsany circumstances pursuant to which Buyer would be obligated to make a payment of the Guaranteed Payments if by such date no Guaranteed Party has made a claim in writing to Buyer for payment of the Guaranteed Payments or to Guarantor for the payment of the Guaranteed Payments, except as to a claim for payment of any Obligation the Guaranteed Payments presented by the Company a Guaranteed Party to Parent, Merger Sub Buyer or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect on or prior to the Merger as a result date that is three (3) months after the date hereof (in which case, this Limited Guarantee shall terminate when such claim is finally resolved or otherwise satisfied). Each Guaranteed Party hereby acknowledges and agrees that to the extent that Buyer is relieved from its payment obligation under the Purchase Agreement, Guarantor shall be similarly relieved of the modification or waiver, in a manner adverse obligation to Parent or pay 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)Guaranteed Payments. Notwithstanding the foregoing, in the event that the Company a Guaranteed Party or any of its affiliates asserts Affiliates assert in any litigation or other proceeding action that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable unenforceable, in whole or in part, or asserting any theory of liability against the any Guarantor or any Guarantor / Buyer Affiliate of the Guarantor (as defined below) with respect to the transactions contemplated by Purchase Agreement (or the Merger Agreement Contemplated Transactions), or other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)any Non-Prohibited Claim, then (iA) the obligations of obligation to pay the Guarantor under this Limited Guarantee Guaranteed Payments shall terminate ab initio and be null and voidvoid and of no force or effect, and (iiB) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; providedpayments from a Guaranteed Party and its successors and permitted assigns, however, that if and (C) neither Guarantor nor any Guarantor / Buyer Affiliate shall have any liability of any kind to a Guaranteed Party or any of its Affiliates with respect to the Guarantor asserts in any litigation Purchase Agreement (or other proceeding that the Contemplated Transactions) or under 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 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 proceedingotherwise.

Continuing Guarantee. This Limited Unless terminated pursuant to this Section 8, this Guarantee 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 the Obligations (as such Obligations may be modified pursuant to Section 1 hereof) are satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate other than Section 7 and Sections 9 through 16, all of which shall survive the termination of this Guarantee, and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier earliest of (ai) the Effective Time (as defined in the Merger Agreement)Closing, (bii) the valid termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or in any other circumstance which would not give rise to the right of the Company to receive any amounts under Section 8.2 and/or in which Parent has no outstanding payment obligations and liabilities under Section 8.2 and (iii) the six-month anniversary of any valid termination of the Merger Agreement in accordance with its terms under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of 8.2 thereof if, by such six-month anniversary, the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to Guaranteed Party has not presented a claim in writing for payment of any Obligation presented to either Parent, as applicable, or Guarantor; provided, that, if, prior to the end of such six-month period, the Guaranteed Party shall have commenced a legal proceeding alleging amounts payable by the Company Guarantor to Parent, the Guaranteed Party under this Guarantee or payable by Parent or Merger Sub or under the Guarantor by Merger Agreement, in which case this Guarantee shall remain in full force and effect and shall terminate upon either (i) a final, non-appealable resolution of such first anniversary, legal proceeding and payment of the Obligations (d) the undersigned’s terminating its obligations with respect subject to the Merger as Cap), if applicable or (ii) a result written agreement signed by each of the modification or waiver, in a manner adverse to Parent 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)parties hereto terminating this Guarantee. Notwithstanding the foregoing, in In the event that the Company Guaranteed Party or any of its affiliates subsidiaries asserts in any litigation or other proceeding relating to this Guarantee that the provisions of Section 1 hereof limiting the Guarantor’s liability monetary obligation to the Cap or that the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, part or asserting asserts in any litigation any theory of liability or seeks any remedies against any Guarantor/Parent Affiliate, other than those remedies expressly provided against Parent and Merger Sub under the Merger Agreement, against the Investors (as defined in the Equity Commitment Letter) under Sections 9.11(b)(i) and 9.11(b)(iv) of the Merger Agreement in accordance with and subject to the terms and conditions thereof, or against the Guarantor and/or the other Investors under the Equity Commitment Letter or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of this Guarantee or against the Guarantor under this Limited Guarantee the Confidentiality Agreement, then, in each case, (as limited by the provisions of Section 1), then (ia) the all obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and thereupon be null and void, void and (iib) if the Guarantor has previously made any payments under this Limited Guarantee, Guarantee it shall be entitled to recover have such payments; provided, however, that if payments refunded by 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 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 proceedingGuaranteed Party.

Continuing Guarantee. This Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all amounts 57.762% of the Obligations (and, if applicable, any amount payable under this Limited Guarantee have pursuant to Section 14) has been irrevocably and indefeasibly paid or satisfied in fullfull by the Guarantor; provided, that if the each Other Guarantor has paid the amount of the Obligations that each such Other Guarantor is obligated to pay under its respective Other Guarantee, the foregoing percentage shall be 46.683%. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier to occur of (ai) the Effective Time (as defined in the Merger Agreement)Time, (bii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the parties Guaranteed Party or under circumstances in which neither the Parent nor Merger Sub would not be obligated to make any payments under Section 7.6(c) of pay the Merger AgreementParent Termination Fee, (ciii) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as terms under circumstances in which Parent would be obligated to pay the Parent Termination Fee if the Guaranteed Party has not presented a claim for payment of any Obligation presented by the Company to Parent, of Parent or Merger Sub or to the Guarantor by such first anniversary, and anniversary or (div) upon resolution of a claim presented by the undersigned’s terminating its obligations with respect Guaranteed Party to the Merger as a result Guarantor for payment of the modification or waiver, in a manner adverse to any Obligation of Parent or Merger Sub (or, if such resolution requires 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 payment of any Obligation, upon the making of such modification or waiverrequired payment) (the “Termination Date”). Notwithstanding the foregoing, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Exhibit 11 Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate Affiliates of the Guarantor (other than Parent, Merger Sub, SafeNet or any Other Guarantor) with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of hereof, including Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate of any Guarantor shall have any liability to the Guaranteed Party 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 termswhole or in part, subject to or asserts any theory of liability against 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)Guaranteed Party, then, to the extent the Company Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall immediately pay on demand all reasonable fees and out of pocket expenses of the Company Guaranteed Party in connection with such litigation or proceeding. Notwithstanding anything in this Limited Guarantee, no amendment to the Merger Agreement which amends the terms pursuant to which the Parent Termination Fee shall become payable shall be effective against the Guarantor for purposes of this Limited Guarantee unless Parent obtains the written consent of the Guarantor to such amendment; provided, that the failure to require strict performance by Parent or Merger Sub of the terms of the Merger Agreement shall not be deemed an amendment to the Merger Agreement.

Continuing Guarantee. This Unless terminated pursuant to this Section 8, this Limited Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and his assigns until all amounts payable Obligations have been indefeasibly paid, observed, performed and satisfied in full, at which time this Limited Guarantee shall terminate and the Guarantor and his assigns shall have no further obligations under this Limited Guarantee have been indefeasibly paid or satisfied in fullGuarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier earliest to occur of (a) the Effective Time (as defined in the Merger Agreement)Closing, (b) subject to the Cap, payment in full pursuant to this Limited Guarantee of all amounts payable with respect to the Obligations, (c) the termination of the Merger Agreement by mutual written consent of Parent and the Guaranteed Party pursuant to Section 8.1(a) therein, and (d) sixty (60) days after the valid termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in (other than termination for which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, clause (c) the first anniversary applies), unless (x) a notice of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation is presented in writing by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse Guaranteed Party to Parent or the Guarantor or (y) the Other Guarantors, of Guaranteed Party shall have commenced a legal proceeding against the provisions of Guarantor or Parent alleging that Parent is liable for payment obligations under the Merger Agreement relating or against the Guarantor that amounts are due and owing from the Guarantor pursuant to this Limited Guarantee, in each of the Termination Feecases of clauses (x) or (y), on or prior to such sixty (60) day period (in which case, the Acquiror Expenses or date of termination of this Limited Guarantee shall be the Reverse Termination Fee date the claims set forth in such notice are (x) resolved by a final, non-appealable order of a court specifically identified in Section 10 and the Company hereby agrees that all amounts (if any) payable by the Guarantor may terminate under this Limited Guarantee in respect of such obligations resolution have been indefeasibly paid, observed, performed and satisfied in full, or (y) resolved as a result of any such modification or waiveragreed in writing by the parties hereto). Notwithstanding the foregoing, in the event that the Company or any of its affiliates Guaranteed Party asserts in any litigation or other proceeding Claim (a) that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting (b) any theory of liability against the Guarantor Guarantor, Parent or any Affiliate of the Guarantor Related Party with respect to this Limited Guarantee, the Equity Commitment Letter, the Merger Agreement or any of the transactions contemplated by the Merger Agreement hereby or thereby (other than the liability of the Guarantor under than, solely with respect to this Limited Guarantee clause (as limited by the provisions of Section 1b), any claim that is a Non-Prohibited Claim against such Person), then (iA) the obligations of the Guarantor under this Limited Guarantee shall terminate automatically and immediately become void ab initio and be null and voidinitio, and (iiB) if the Guarantor has previously made any payments under this Limited Guarantee, it the Guarantor shall be entitled to recover such payments; provided, however, that if payments from the Guaranteed Party and (C) neither the Guarantor asserts nor any Related Party shall have any liability to the Guaranteed Party or any other Person in any litigation or other proceeding that way with respect the Merger Agreement, the Equity Commitment Letter, this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium transactions contemplated thereby 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 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 proceedinghereby.

Continuing Guarantee. 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 all amounts payable under this Limited Guarantee have the Obligation has been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations obligation under this Limited Guarantee as of the earlier earliest of (a) the Effective Time (as defined in the Merger Agreement)Closing, (b) the termination of the Merger Agreement in accordance with its terms by mutual consent (other than a termination of the parties or under circumstances Merger Agreement for which a Parent Termination Fee is, in which neither the Parent nor Merger Sub would be obligated to make any payments under accordance with Section 7.6(c8.2(c) of the Merger Agreement, due and owing by Parent (a “Qualifying Termination”) and (c) the first anniversary 120th day after a Qualifying Termination unless prior to the 120th day after such Qualifying Termination, the Guaranteed Party shall have commenced a legal proceeding against Parent alleging a Parent Termination Fee is due and owing or against the Guarantor alleging amounts payable by the Guarantor to the Guaranteed Party under this Limited Guarantee, in which case this Limited Guarantee shall terminate upon either (i) a final, non-appealable resolution of any termination such claim and payment of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect subject to the Merger as Cap), if applicable or (ii) a result written agreement signed by each of the modification parties hereto terminating this Limited Guarantee. In the event that the Guaranteed Party or waiverany of its Affiliates institutes any suit, in a manner adverse to Parent action or the Guarantor proceeding or the Other Guarantors, makes any claim asserting that any 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). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof Limited Guarantee are illegal, invalid or unenforceable in whole or in part, part or asserting any theory of liability against that the Guarantor is liable in excess of or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement other a greater extent than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1)Cap, then (i1) the obligations Obligation of the Guarantor under this Limited Guarantee shall terminate ab an initio and be null and void, and (ii2) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; providedpayments from the Guaranteed Party, however, that if and (3) neither the Guarantor asserts in nor any litigation Non-Recourse Party shall have any liability to the Guaranteed Party or other proceeding that any of its Affiliates with respect to the transactions contemplated by 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 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 proceedingGuarantee.

Continuing Guarantee. This Subject to Section 3(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, its Guarantors and their successors and or assigns until all amounts payable under this Limited Guarantee the Guaranteed Obligations have been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and the Guarantor Guarantors shall have no further obligations under or in connection with this Limited Guarantee as of the earlier of earliest of: (a) the Effective Time (as defined in the Merger Agreement), Time; (b) in the termination case of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any a termination of the Merger Agreement in accordance with its terms, except as in circumstances other than pursuant to a claim for which Parent and/or Merger Sub would be required pursuant to the Merger Agreement to make any payment of any Obligation presented by the Company to ParentGuaranteed Obligations, Merger Sub or the Guarantor by upon such first anniversary, termination; and (dc) in the undersigned’s terminating its obligations with respect to the Merger as case of a result of the modification or waiver, in a manner adverse to Parent or the Guarantor or the Other Guarantors, of the provisions termination of the Merger Agreement relating in circumstances pursuant to which Parent and/or Merger Sub would be required pursuant to the Termination FeeMerger Agreement to make any payment of any Guaranteed Obligations, the Acquiror Expenses or date falling 90 days after such termination (unless, in the Reverse Termination Fee case of clause (c) above, the Guaranteed Party has previously made a claim under this Limited Guarantee prior to such date, in which case this Limited Guarantee shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Company hereby agrees that the Guarantor may terminate such obligations as a result Guarantors of any such modification obligations finally determined or waiveragreed to be owed by the Guarantors, consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Company Guaranteed Party or any of its affiliates Affiliates asserts in any litigation or other proceeding that (i) the provisions of Section 1 hereof limiting the Guarantor’s Guarantors’ liability to the Cap or and limiting the Guaranteed Party’s enforcement hereof to the payment of money only, (ii) the provisions of this Section 8 7 or Section 9 8 hereof are illegal, invalid or unenforceable in whole or in part, (iii) any Guarantor is liable in excess of its Guaranteed Percentage of the Guaranteed Obligation, (iv) the Guarantors are collectively liable to a greater extent than the Cap, or asserting (v) any theory of liability against the any Guarantor or any Affiliate of the Guarantor Non-Recourse Party (as defined in Section 8 hereof) with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement other than thereby or the liability of the any Guarantor under this the Limited Guarantee Guarantee, other than Retained Claims (as limited defined in Section 8 hereof) asserted by the provisions of Guaranteed Party against any Guarantor or the Non-Recourse Parties against which such Retained Claims may be asserted pursuant to Section 1)8, then then: (ix) the obligations of the Guarantor Guarantors under or in connection with this Limited Guarantee shall terminate void ab initio and be null and void, and (iiy) if the any Guarantor has previously made any payments under or in connection with this Limited Guarantee, it shall be entitled to recover and retain such payments; provided, howeverand (z) neither any Guarantor nor any Non-Recourse Parties shall have any liability whatsoever (whether at Law or in equity, that if whether sounding in contract, tort, statute or otherwise) to the Guarantor asserts Guaranteed Party or any other Person in any litigation way under or in connection with this Limited Guarantee, the Merger Agreement, any other proceeding that agreement or instrument delivered in connection with this Limited Guarantee is illegalor the Merger Agreement, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium transactions contemplated hereby 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 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 proceedingthereby.

Continuing Guarantee. This Limited Guarantee 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 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 earlier earliest of (ai) the Effective Time and (as defined in ii) one year from the Merger Agreement)date of this Limited Guarantee (except to the extent that, (b) prior to such anniversary date, the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties or under circumstances in which neither the Parent nor Merger Sub would be obligated Guaranteed Parties shall have provided written notice to make any payments under Section 7.6(c) of the Merger Agreement, (c) the first anniversary of any termination of the Merger Agreement in accordance with its terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification or waiver, in a manner adverse to Parent 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 waiverclaims under this Limited Guarantee). Notwithstanding the foregoing, in the event that the Company Guaranteed Parties or any of its affiliates asserts their respective Affiliates assert in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the (a) liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), (b) liability of Parent and the other Purchaser Parties under the Merger Agreement, (c) liability of THI V Inca LLC under the THI Commitment Letter, (d) liability of Shanghai Xxx Xxxxx International Hotels (Group) Company Limited under the Xxx Xxxxx Limited Guarantee or (e) liability of Capital Gathering, LLC under the CG Commitment Letter, then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate of any Guarantor shall have any liability to the Guaranteed Parties with respect to the transactions contemplated by the Merger 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 Laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Company prevails Guaranteed Parties prevail in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company Guaranteed Parties in connection with such litigation or proceeding.

Continuing Guarantee. 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 all amounts payable under this Limited Guarantee of the Obligations have been indefeasibly paid 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 earlier of (a) the Effective Time (as defined in the Merger Agreement)Time, (b) the tender of the Parent Termination Fee, (c) the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties other than a termination pursuant to Sections 8.1(b), 8.1(c)(i), or under circumstances in which neither the Parent nor Merger Sub would be obligated to make any payments under Section 7.6(c8.1(c)(iii) of the Merger Agreementthereof, and (cd) the first anniversary of any 120 days after a termination of the Merger Agreement pursuant to Sections 8.1(b), 8.1(c)(i) or 8.1(c)(iii) thereof, unless prior to the termination pursuant to Sections 8.1(b), 8.1(c)(i) or 8.1(c)(iii) or the end of the 120 day period referred to in accordance with its termsthis clause (d), except as to the Guaranteed Party shall have commenced a claim for payment of any Obligation presented legal proceeding alleging amounts payable by the Company to Parent, Merger Sub or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to the Merger as a result of the modification Guaranteed Party under this Limited Guarantee or waiver, in a manner adverse to Parent or payable by the Guarantor or Merger Sub under the Other GuarantorsMerger Agreement, in which case this Limited Guarantee shall terminate upon either (i) a final, non-appealable resolution of such legal proceeding and payment of the provisions Obligations (subject to the Cap), if applicable or (ii) a written agreement signed by each 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)parties hereto terminating this Limited Guarantee. Notwithstanding the foregoing, in In the event that the Company Guaranteed Party or any of its affiliates Affiliates (A) asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap Sections 1, 2, 7, 8, or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in partpart or that the Guarantor is liable in excess of or to a greater extent than the Cap, or asserting (B) asserts any theory of liability against the Guarantor or any Affiliate of the Guarantor Non-Recourse Party with respect to the Merger Agreement, the Equity Commitment Letter or the transactions contemplated by the Merger Agreement hereby or thereby other than the liability of the Guarantor (but not any Non-Recourse Party) under this Limited Guarantee Guarantee, of the Guarantor or Merger Sub under the Merger Agreement, or of the Funds with respect to the right of the Guaranteed Party to enforce payment to Parent under the Equity Commitment Letter, or (as limited by C) the provisions Guaranteed Party or any of Section 1)its Affiliates makes any such assertions in any action, suit or other proceeding against the Guarantor or Merger Sub in any jurisdiction other than Delaware other than for the enforcement of a final judgment of a court in Delaware, then (ix) the obligations Obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, and (iiy) if the Guarantor has previously made any payments under this Limited Guarantee, it the Guarantor shall be entitled to recover such payments; providedpayments from the Guaranteed Party, howeverand (z) none of the Funds, that if the Guarantor, Merger Sub nor any Non-Recourse 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 or under this Limited Guarantee. 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 Company Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company Guaranteed Party in connection with such litigation or proceeding.