Common use of Nature of Guarantee Clause in Contracts

Nature of Guarantee. (a) This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action or actions may be brought and prosecuted against the Guarantors to enforce this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub or any other Person or whether HoldCo, Parent, Merger Sub or any other Person is joined in any such action or actions. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors under this Limited Guarantee, on the one hand, and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, shall be several and not joint. (b) The liability of the Guarantors under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, irrevocable and unconditional, irrespective of: (i) any change in the corporate existence, structure or ownership of HoldCo, Parent or Merger Sub, or any other Person interested in the Transactions; (ii) any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting HoldCo, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions or any of their respective assets; (iii) any waiver, amendment, modification of, or other consent to or departure from the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed Obligations, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount; (iv) the existence of any claim, set-off or other right that the Guarantors may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; (v) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation; (vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantors or otherwise operate as a discharge of the Guarantors as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; or (viii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), or any other agreement or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions. (c) The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo and/or the Guarantors, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the Guarantors, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party. (d) To the fullest extent permitted by Law, the Guarantors irrevocably waive promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates), the Guarantors shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

Nature of Guarantee. (a) This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action Action or actions Actions may be brought and prosecuted against the Guarantors Guarantor to enforce this Limited Guarantee, irrespective of whether any action Action is brought against HoldCo, Parent, Merger Sub Sub, any Other Guarantor or any other Person or whether HoldCo, Parent, Merger Sub Sub, any Other Guarantor or any other Person is joined in any such action Action or actionsActions. The Guaranteed Party shall not release any Other Guarantor from any obligations under the applicable Other Guarantee or amend or waive any provision of the applicable Other Guarantee unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors Guarantor under this Limited Guarantee, on Guarantee and of the one hand, and the obligations of each Other Guarantor Guarantors under the applicable Other Guarantee, on the other hand, Guarantees shall be several and not joint. (b) The Subject to the terms hereof, the liability of the Guarantors Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable LawLaw (and except in such case where this Limited Guarantee is terminated pursuant to Section ‎5), be absolute, irrevocable irrevocable, unconditional and unconditionalcontinuing, irrespective of: (i) any change in the corporate existence, structure or ownership of HoldCo, Parent or Merger Sub, Sub or any other Person now or hereafter interested in the Transactionstransactions contemplated by the Merger Agreement, or any of their respective assets; (ii) any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting HoldCo, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions transactions contemplated by the Merger Agreement, or any of their respective assets; (iii) any waiver, amendment, modification of, or other consent to or departure from from, the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed Obligations, or any change in the manner, manner or place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing expanding the Maximum Amountcircumstances under which the Obligations are payable; (iv) the existence of any claim, set-off or other right that the Guarantors Guarantor may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than than, in each case case, (A) any claim or set-off against against, defenses to or defense to discharge of the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, Agreement and/or (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the TransactionsGuarantee; (v) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation; (vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantors Guarantor or otherwise operate as a an addition, substitution, discharge or release of Parent, Merger Sub, the Guarantors Guarantor or any other Person as a matter of law or equity (other than as a result of payment of the Obligations or the Guaranteed Obligations in accordance with their terms, or a discharge or release of Parent with respect to the Obligations under the Merger Agreement), other than in each case with respect to (A) any claim or set-off against against, defenses to or defense to discharge of the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, Agreement or (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the TransactionsGuarantee; or (viii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), Guarantees or any other agreement or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions. (c) The Guarantors To the fullest extent permitted under applicable Law and subject to Section ‎2‎(f) below, the Guarantor hereby waive waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo Parent and/or the GuarantorsGuarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the GuarantorsGuarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo Parent or any such other Person or any right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party, and to the extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any such pursuit or election, in each case subject to Section 2(a). (d) To the fullest extent permitted by LawLaw and subject to Section ‎2‎(f) below, the Guarantors Guarantor irrevocably waive waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent notice not provided for herein (except for notices to be provided to HoldCo Parent or Merger Sub pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactionsthe transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than defenses to the payment of the Obligations or the Guaranteed Obligations (ix) that are available to Parent or Merger Sub under the Merger Agreement, (iiy) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iiiz) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, Guarantor or any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates)whatsoever, the Guarantors Guarantor shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation (subject to the Maximum Amount) as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited GuaranteeGuarantee but subject to Section 2(b)(ii), the Guaranteed Party hereby agrees that: (i) to the Guarantors extent Parent and Merger Sub are relieved of all or any portion of the Obligations pursuant to the terms of the Merger Agreement or otherwise, the Guarantor shall be similarly and proportionally relieved of its Guaranteed Obligations under this Limited Guarantee and (ii) the Guarantor shall have all defenses to the payment of their its obligations under this Limited Guarantee (which in any event shall be subject to the Maximum Amount) that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Obligations or the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group hereunder or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

Nature of Guarantee. (a) This Limited Guarantee is an unconditional and continuing guarantee of payment, payment and performance and not of collection, and a separate action or actions may be brought and prosecuted against the Guarantors to enforce this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub or any other Person or whether HoldCo, Parent, Merger Sub or any other Person is joined in any such action or actionscollectability. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors under this Limited Guarantee, on the one hand, and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, shall be several and not joint. (b) The liability of the Guarantors Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Lawlaw, be absolute, irrevocable and unconditional. This Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship. The obligations of the Guarantor hereunder shall be subject to any counterclaim, irrespective of:setoff, deduction or defense based upon any claim the Guarantor or Parent may have against the Company or any of its Affiliates. No set-off, counterclaim, reduction, or diminution of any obligation or any defense of any kind or nature, which Parent or Merger Sub may have or assert against the Guarantor or which the Guarantor may have or assert against Parent or Merger Sub shall be available hereunder to the Guarantor against the Company. The obligations, covenants, agreements, and duties of the Guarantor under this Guarantee shall be joint and several with Parent and shall remain in full force and effect until the amounts owing under the Merger Agreement have been paid in full or the Merger Agreement has terminated in accordance with its terms. (b) The Guarantor’s liability under this Guarantee is unconditional irrespective of (i) any amendment, modification, waiver or consent to departure from the terms of the Merger Agreement, (ii) any change in the corporate existence, structure or ownership of HoldCo, Parent or Merger SubParent, or any other Person interested in the Transactions; (ii) any insolvency, bankruptcy, reorganization, liquidation reorganization or other similar proceeding affecting HoldCo, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions their assets or any resulting release or discharge of their respective assets; the Parent Termination Fee, (iii) any waiver, amendment, modification of, or other consent to or departure from the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed Obligations, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount; (iv) the existence of any claim, set-off or other right rights that the Guarantors Guarantor may have at any time against HoldCo, Parent, Merger Sub, Sub or the Guaranteed Party Company or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party herewith or any unrelated transactions, provided that nothing herein will prevent the assertion of its Affiliates in connection with the Merger Agreement any such claim by separate suit or the Transactions; compulsory counterclaim, and (viv) the failure existence of the Guaranteed Party to assert or reliance on any claim or demand or enforce any right or remedy against HoldCo, representation by Parent, Merger Sub, any Other Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation; (vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantors or otherwise operate as a discharge of the Guarantors as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; or (viii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”)Company that might otherwise constitute a defense available to, or any other agreement a legal or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions. (c) The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo and/or the Guarantors, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the Guarantors, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party. (d) To the fullest extent permitted by Law, the Guarantors irrevocably waive promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCoequitable discharge of, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions guarantor or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates), the Guarantors shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its termssurety. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

Nature of Guarantee. (a) This Limited Guarantee is an The guarantee provided for in this Article 15 shall in all respects be a continuing, absolute, unconditional and continuing irrevocable guarantee of payment, payment when due and not of collection, and a separate action shall remain in full force and effect until the Secured Obligations Termination Date. The Borrower guarantees that the Secured Obligations of each other and each other Obligor will be paid strictly in accordance with the terms thereof, regardless of any law, regulation or actions may order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Finance Parties with respect thereto. The Borrower renounces all benefits of discussion and division. The liability of the Borrower hereunder shall be brought absolute, unconditional and prosecuted against irrevocable irrespective of, and without being released or limited by: (a) any lack of validity, legality or enforceability of any provision of this agreement; (b) the Guarantors failure of any Finance Party (i) to assert any claim or demand or to enforce this Limited Guarantee, irrespective of whether any action is brought right or remedy against HoldCo, Parent, Merger Sub any Obligor or any other Person (including any other guarantor) under the provisions of this agreement, or whether HoldCootherwise, Parentor (ii) to exercise any right or remedy against any other guarantor of, Merger Sub or collateral securing, any of the Secured Obligations; (c) any change in the time, manner or place of payment of, or in any term of, all or any of the Secured Obligations, or any other Person extension, compromise, indulgence or renewal of any Secured Obligation; (d) any reduction, limitation, variation, impairment, discontinuance or termination of the Secured Obligations for any reason (other than by reason of any payment which is joined in not required to be rescinded), including any such action claim of waiver, release, discharge, surrender, alteration or actions. Notwithstanding anything compromise, and shall not be subject to (and the contrary contained in this Limited Guarantee Borrower hereby waives any right to or claim of) any defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other documentevent or occurrence affecting, the obligations Secured Obligations or otherwise (other than by reason of any payment which is not required to be rescinded); (e) any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the Guarantors under this Limited Guarantee, on terms of the one hand, and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, shall be several and not joint.Secured Obligations or any guarantees or security; (bf) The liability any addition, exchange, release, discharge, renewal, realization or non-perfection of any collateral security; (g) any amendment to, or waiver or release or addition of, or consent to departure from, any other guarantee held by the Finance Parties as security for any of the Guarantors under this Limited Guarantee shallSecured Obligations; (h) the loss of or in respect of or the unenforceability of any other guarantee or other security which the Finance Parties may now or hereafter hold in respect of the Secured Obligations, to whether occasioned by the fullest extent permitted under applicable Law, be absolute, irrevocable and unconditional, irrespective of:fault of a Finance Party or otherwise; (i) any change in the corporate existence, structure name of an Obligor or ownership of HoldCo, Parent or Merger Sub, or any other Person interested in the Transactions; (ii) any insolvencyconstating documents, bankruptcycapital structure, reorganizationcapacity or constitution of an Obligor, liquidation the bankruptcy or other similar proceeding affecting HoldCoinsolvency of an Obligor, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions or any of their respective assets; (iii) any waiver, amendment, modification of, or other consent to or departure from the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed Obligations, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount; (iv) the existence sale of any claimor all of an Obligor’s business or assets or being consolidated, set-off merged or other right that the Guarantors may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or amalgamated with any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; (v) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation; (vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantors or otherwise operate as a discharge of the Guarantors as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; or (viiij) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other circumstance (other than the Guarantors (collectivelyfinal payment in full) which might otherwise constitute a defence available to, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), a legal or equitable discharge of any surety or any other agreement or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to guarantor. Any Secured Obligation which may not be recoverable from the payment of Borrower as guarantor shall be recoverable from the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) Borrower as principal debtor in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactionsthereof. (c) The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo and/or the Guarantors, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the Guarantors, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party. (d) To the fullest extent permitted by Law, the Guarantors irrevocably waive promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates), the Guarantors shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

Nature of Guarantee. Each Guarantor’s obligations hereunder (a) This Limited are continuing, absolute, unconditional and irrevocable; (b) shall remain in full force and effect until all Obligations are paid in full in cash and the Commitments have terminated or expired (unless this Guarantee is an unconditional reinstated pursuant to the terms of this Article XI); and continuing guarantee (c) shall not be affected by (i) the existence, validity, enforceability, perfection or extent of paymentany collateral therefor, not the validity, regularity or enforceability of collectionthe Facility Documents, and a separate (ii) the absence of any action or actions may be brought and prosecuted against the Guarantors to enforce any Obligor’s obligations under any of the Facility Documents or to otherwise assert any claim or enforce any right of any Lender Party under the Facility Documents or in or to the Collateral, (iii) any waiver or consent by any Obligor with respect to any provisions of this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub Agreement or any other Person or whether HoldCoFacility Document, Parent, Merger Sub or any other Person is joined in any such action or actions. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors under this Limited Guarantee, on the one hand, and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, shall be several and not joint. (b) The liability of the Guarantors under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, irrevocable and unconditional, irrespective of: (iiv) any change in the corporate existencetime, structure manner or ownership place of HoldCopayment of, Parent or Merger Subin any other term of, all or any of the Obligations, or any other Person interested in the Transactions; extension, increase, compromise or renewal of any Obligation, (iiv) any insolvencyreduction, bankruptcylimitation, reorganizationimpairment or termination of any Obligations for any reason, liquidation including any claim of waiver, release, surrender, alteration or other similar proceeding affecting HoldCocompromise, Parentand shall not be subject to (and each Guarantor hereby waives any right to or claim of) any defense or set-off, Merger Sub counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Person now event or hereafter interested in the Transactions or occurrence affecting, any of their respective assets; Obligations, (iiivi) any amendment to, extension, variance, alteration, rescission, waiver, amendmentincrease, or other modification of, or other any consent to or departure from from, any of the Merger terms of this Agreement or any other agreement or instrument evidencingFacility Document including, securing or otherwise executed by HoldCo, Parent, Merger Subwithout limitation, any Other Guarantor increase or reduction to the rate of interest on all or any of the Obligations, (vii) any addition, exchange, release, surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty or any other Person interested in security document, held by a Lender Party, (viii) the Transactions in connection with insolvency of any of the Guaranteed Obligationsother Obligor, or (ix) any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case circumstance relating to the extent Obligations that any might otherwise constitute a legal or equitable discharge of the foregoing does not have the effect of increasing the Maximum Amount; (iv) the existence of any claim, set-off or other right that the Guarantors may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment this Guarantee. Each of the Guaranteed Obligations Guaranties under this Article XI is a guarantee of payment and not a guarantee of collection, and each Guarantor jointly and severally agrees that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; (v) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation; (vi) the adequacy of any other means the Guaranteed Lender Party may have of obtaining repayment resort to such Guarantor for payment of any of the Guaranteed Obligations; (vii) any other act Obligations owed to it whether or omission that may in any manner or not such Lender Party shall have resorted to any extent vary the risk of the Guarantors collateral therefor or otherwise operate as a discharge of the Guarantors as a matter of law shall have proceeded against any Person principally or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; or (viii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), or any other agreement or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions. (c) The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of secondarily liable for any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors hereunder, the Guaranteed Obligations, and including any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited GuaranteeObligor, and all dealings between HoldCo and/or the Guarantors, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed whether or not such Lender Party has pursued any other remedy available to have been had or consummated in reliance upon this Limited Guaranteeit. When pursuing any of its rights and remedies hereunder against the Guarantors, the Guaranteed No Lender Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party. (d) To the fullest extent permitted by Law, the Guarantors irrevocably waive promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation the Obligations in the event that HoldCo, Parent, Merger Sub or any Other Guarantor Obligor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed applicable Lender Party to so file shall not affect the Guarantors’ obligations any obligation of a Guarantor hereunder. In the event that any payment to the Guaranteed Party Lender Parties in respect of any Guaranteed Obligation Obligations owed to them is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates)whatsoever, the Guarantors shall remain jointly and severally liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation Obligations as if such payment had not been mademade and the Guarantee shall be reinstated, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything if applicable. At any time and from time to time, upon the contrary contained in this Limited Guaranteewritten request of any Lender Party, and at the sole expense of the Guarantors, the Guaranteed Party hereby agrees that: (i) Guarantors will furnish such information regarding the financial well-being of the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would as may be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach reasonably requested by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligationssuch Lender Party.

Nature of Guarantee. (a) This Limited Guarantee is an The guarantee provided for in this Article 15 shall in all respects be a continuing, absolute, unconditional and continuing irrevocable guarantee of payment, payment when due and not of collection, and a separate action shall remain in full force and effect until the Secured Obligations Termination Date. Each Borrower guarantees that the Secured Obligations of each other Obligor will be paid strictly in accordance with the terms thereof, regardless of any law, regulation or actions may be brought and prosecuted against the Guarantors to enforce this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub order now or any other Person or whether HoldCo, Parent, Merger Sub or any other Person is joined hereafter in effect in any jurisdiction affecting any of such action terms or actions. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations rights of the Guarantors under this Limited GuaranteeFinance Parties with respect thereto. Each Borrower renounces all benefits of discussion and division. The liability of each Borrower hereunder shall be absolute, on the one handunconditional and irrevocable irrespective of, and the obligations without being released or limited by: (a) any lack of each Other Guarantor under the applicable Other Guaranteevalidity, on the other hand, shall be several and not joint.legality or enforceability of any provision of this agreement; (b) The liability the failure of the Guarantors under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, irrevocable and unconditional, irrespective of:any Finance Party (i) any change in the corporate existence, structure or ownership of HoldCo, Parent or Merger Sub, or any other Person interested in the Transactions; (ii) any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting HoldCo, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions or any of their respective assets; (iii) any waiver, amendment, modification of, or other consent to or departure from the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed Obligations, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount; (iv) the existence of any claim, set-off or other right that the Guarantors may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; (v) the failure of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor Obligor or any other Person primarily (including any other guarantor) under the provisions of this agreement, or secondarily liable with respect otherwise, or (ii) to exercise any Guaranteed right or remedy against any other guarantor of, or collateral securing, any of the Secured Obligations; (c) any change in the time, manner or place of payment of, or in any term of, all or any of the Secured Obligations, or any other extension, compromise, indulgence or renewal of any Secured Obligation; (vid) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any reduction, limitation, variation, impairment, discontinuance or termination of the Guaranteed Obligations; (vii) Secured Obligations for any other act or omission that may in any manner or to any extent vary the risk of the Guarantors or otherwise operate as a discharge of the Guarantors as a matter of law or equity reason (other than as a result by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and each Borrower hereby waives any right to or claim of) any defence or setoff, counterclaim, recoupment or termination whatsoever by reason of the Guaranteed Obligations in accordance with their terms)invalidity, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCoillegality, Parent or Merger Sub under the Merger Agreementnongenuineness, (B) with respect to this Limited Guaranteeirregularity, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; or (viii) the valuecompromise, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”)unenforceability of, or any other agreement event or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions. (c) The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors hereunderoccurrence affecting, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo and/or the Guarantors, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the Guarantors, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Secured Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party. (d) To the fullest extent permitted by Law, the Guarantors irrevocably waive promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally otherwise (other than defenses to the payment by reason of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment which is not required to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliatesrescinded), the Guarantors shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.;

Nature of Guarantee. (a) This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action Action or actions Actions may be brought and prosecuted against the Guarantors Guarantor to enforce this Limited Guarantee, irrespective of whether any action Action is brought against HoldCo, Parent, Merger Sub Sub, any Other Guarantor or any other Person or whether HoldCo, Parent, Merger Sub Sub, any Other Guarantor or any other Person is joined in any such action Action or actionsActions. The Guaranteed Party shall not release any Other Guarantor from any obligations under the applicable Other Guarantee or amend or waive any provision of the applicable Other Guarantee unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors Guarantor under this Limited Guarantee, on Guarantee and of the one hand, and the obligations of each Other Guarantor Guarantors under the applicable Other Guarantee, on the other hand, Guarantees shall be several and not joint. (b) The Subject to the terms hereof, the liability of the Guarantors Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable LawLaw (and except in such case where this Limited Guarantee is terminated pursuant to Section 5), be absolute, irrevocable irrevocable, unconditional and unconditionalcontinuing, irrespective of: (i) any change in the corporate existence, structure or ownership of HoldCo, Parent or Merger Sub, Sub or any other Person now or hereafter interested in the Transactionstransactions contemplated by the Merger Agreement, or any of their respective assets; (ii) any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting HoldCo, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions transactions contemplated by the Merger Agreement, or any of their respective assets; (iii) any waiver, amendment, modification of, or other consent to or departure from from, the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed Obligations, or any change in the manner, manner or place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing expanding the Maximum Amountcircumstances under which the Obligations are payable; (iv) the existence of any claim, set-off or other right that the Guarantors Guarantor may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than than, in each case case, (A) any claim or set-off against against, defenses to or defense to discharge of the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, Agreement and/or (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the TransactionsGuarantee; (v) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation; (vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantors Guarantor or otherwise operate as a an addition, substitution, discharge or release of Parent, Merger Sub, the Guarantors Guarantor or any other Person as a matter of law or equity (other than as a result of payment of the Obligations or the Guaranteed Obligations in accordance with their terms, or a discharge or release of Parent with respect to the Obligations under the Merger Agreement), other than in each case with respect to (A) any claim or set-off against against, defenses to or defense to discharge of the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, Agreement or (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the TransactionsGuarantee; or (viii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), Guarantees or any other agreement or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions. (c) The Guarantors To the fullest extent permitted under applicable Law and subject to Section 2(f) below, the Guarantor hereby waive waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo Parent and/or the GuarantorsGuarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the GuarantorsGuarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo Parent or any such other Person or any right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party, and to the extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any such pursuit or election, in each case subject to Section 2(a). (d) To the fullest extent permitted by LawLaw and subject to Section 2(f) below, the Guarantors Guarantor irrevocably waive waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent notice not provided for herein (except for notices to be provided to HoldCo Parent or Merger Sub pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactionsthe transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than defenses to the payment of the Obligations or the Guaranteed Obligations (ix) that are available to Parent or Merger Sub under the Merger Agreement, (iiy) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iiiz) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, Guarantor or any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates)whatsoever, the Guarantors Guarantor shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation (subject to the Maximum Amount) as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited GuaranteeGuarantee but subject to Section 2(b)(ii), the Guaranteed Party hereby agrees that: (i) to the Guarantors extent Parent and Merger Sub are relieved of all or any portion of the Obligations pursuant to the terms of the Merger Agreement or otherwise, the Guarantor shall be similarly and proportionally relieved of its Guaranteed Obligations under this Limited Guarantee and (ii) the Guarantor shall have all defenses to the payment of their its obligations under this Limited Guarantee (which in any event shall be subject to the Maximum Amount) that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Obligations or the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group hereunder or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

Nature of Guarantee. The obligations, covenants, agreements ------------------- and duties of the Guarantor hereunder shall remain in full force and effect until the Obligations are finally, indefeasibly and unconditionally paid and performed in full in accordance with the terms of the Operative Documents, and the [support agreement], as the case may be, and, to the maximum extent permitted by law, shall in no way be affected or impaired by reason of the happening from time to time of any other event, including, without limitation, the following, whether or not any such event shall have occurred without notice to or the consent of the Guarantor: (a) This Limited Guarantee is an unconditional and continuing guarantee the waiver, compromise, settlement, termination or other release of paymentthe performance or observance by the Guarantor, not the Lessee [or the Operator] of collectionany or all of their respective agreements, and a separate action covenants, terms or actions may be brought and prosecuted against the Guarantors to enforce this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub or any other Person or whether HoldCo, Parent, Merger Sub or any other Person is joined in any such action or actions. Notwithstanding anything to the contrary conditions contained in this Limited Guarantee or any Guaranty (other documentthan Section 2.1 hereof), the obligations of Participation Agreement, the Guarantors under this Limited GuaranteeLease, on the one hand, and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, shall be several and not joint.Operative Documents [or the support agreement]; (b) The liability any failure, omission, delay or lack on the part of the Guarantors under this Limited Guarantee shallBeneficiaries to enforce, to assert or exercise any right, power or remedy conferred on the fullest extent permitted under applicable Law, be absolute, irrevocable and unconditional, irrespective of: (i) any change Beneficiaries in the corporate existenceParticipation Agreement, structure the Lease, the other Operative Documents, [the support agreement] or ownership of HoldCo, Parent or Merger Subthis Guaranty, or the inability of the Beneficiaries to enforce any provision of the Participation Agreement, the Lease, the other Person interested in Operative Documents, [the Transactions; (ii) support agreement] or this Guaranty for any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting HoldCo, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions or any of their respective assets; (iii) any waiver, amendment, modification ofreason, or other consent to or departure from the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed Obligations, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount; (iv) the existence of any claim, set-off or other right that the Guarantors may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; (v) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation; (vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vii) any other act or omission that may in any manner or to any extent vary on the risk part of the Guarantors Beneficiaries; (c) the transfer, assignment or otherwise operate as a discharge mortgaging, or the purported transfer, assignment or mortgaging, of all or any part of the Guarantors as a matter of law or equity (other than as a result of payment interest of the Guaranteed Obligations Lessee in accordance with their terms)the Leased Property or the invalidity, other than in each case with respect to (A) any claim unenforceability or set-off against or defense to the payment termination of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Participation Agreement, (B) with respect to this Limited Guaranteethe Lease, a breach any other Operative Document [or the support agreement] or any defect in the title of the Leased Property or any part thereof or any loss of possession, use or operational control of the Leased Property or any part thereof by the Guaranteed Party Lessee [or the Operator]; (d) the modification or amendment (whether material or otherwise) of this Limited Guarantee any obligation, covenant or agreement set forth in the Participation Agreement, the Lease, any other Operative Document [or the support agreement]; (Ce) in respect the voluntary or involuntary liquidation, dissolution, sale of fraud all or willful misconduct substantially all of the Guaranteed Party assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceedings affecting either of the Lessee [or the Operator] or any of its Affiliates in connection with assets or any allegation or contest of the Merger Agreement validity of the Guaranty, the Participation Agreement, the Lease, any other Operative Document [or the Transactionssupport agreement] in any such proceeding; (f) the surrender or impairment of any security for the performance or observance of any of the Obligations; (g) any failure of the Guarantor, the Lessee [or the Operator] to perform and observe any agreement or covenant, or to discharge any duty or obligation, arising out of or connected with this Guaranty, the Participation Agreement, the Lease, any other Operative Document [or the support agreement] or the occurrence or pendency of any Lease Default or Lease Event of Default or any proceedings or actions as a result of, or attendant upon, such Lease Default or Lease Event of Default; (h) the inability of the Guarantor, the Beneficiaries, the Lessee [or the Operator] to enforce any provision of this Guaranty, the Participation Agreement, the Lease, any other Operative Document [or the support agreement] for any reason; (i) the failure to give notice to the Guarantor, the Lessee [or the Operator] of the occurrence of an event of default under the terms and provisions of the Participation Agreement, the Lease or the other Operative Documents [or the support agreement]; (j) the disposition by the Guarantor of any or all of its interest in any capital stock of the Lessee [or the Operator] or any change, restructuring or termination of the corporate structure, ownership or existence of the Lessee [or the Operator]; (k) any set-off, counterclaim, reduction, or diminution of any Obligation, or any defense of any kind or nature whatsoever (other than performance) which the Guarantor, the Lessee [or the Operator] may have or assert against the Beneficiaries; or (viiil) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other circumstance (other than the Guarantors (collectively, the “Other Investors”performance) and HoldCo dated on that might otherwise constitute a legal or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), equitable defense or any other agreement discharge of a guarantor or instrument referred to herein or therein, other than in each case surety with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the TransactionsObligation. (c) The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo and/or the Guarantors, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the Guarantors, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party. (d) To the fullest extent permitted by Law, the Guarantors irrevocably waive promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates), the Guarantors shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

Nature of Guarantee. The obligations, covenants, agreements and duties of the Guarantor hereunder are absolute, unconditional and irrevocable under all circumstances and shall remain in full force and effect until the Guaranteed Obligations are finally, indefeasibly and unconditionally paid in full in accordance with the terms of the Asset Purchase Agreement and the agreements related thereto, and, to the maximum extent permitted by applicable law, shall in no way be affected or impaired by reason of the happening from time to time of any other event, including, without limitation, the following, whether or not any such event shall have occurred without notice to or the consent of the Guarantor: (a) This Limited Guarantee is an unconditional and continuing guarantee the waiver, compromise, settlement, termination or other release of paymentthe performance or observance by the Guarantor or Seller of any or all of their respective agreements, not of collectioncovenants, and a separate action terms or actions may be brought and prosecuted against the Guarantors to enforce this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub or any other Person or whether HoldCo, Parent, Merger Sub or any other Person is joined in any such action or actions. Notwithstanding anything to the contrary conditions contained in this Limited Guarantee Guaranty (other than Section 2.1 hereof) or any other document, the obligations of the Guarantors under this Limited Guarantee, on the one hand, Asset Purchase Agreement and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, shall be several and not joint.agreements related thereto; (b) The liability any failure, omission, delay or lack on the part of the Guarantors under this Limited Guarantee shallPurchaser to enforce, to the fullest extent permitted under applicable Lawassert or exercise any right, be absolute, irrevocable and unconditional, irrespective of: (i) any change power or remedy conferred on Purchaser in the corporate existence, structure Asset Purchase Agreement and the agreements related thereto or ownership of HoldCo, Parent or Merger Sub, or any other Person interested in the Transactionsthis Guaranty; (iic) the modification or amendment of any obligation, covenant or agreement of Seller set forth in the Asset Purchase Agreement and the agreements related thereto; (d) the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, liquidation arrangement, composition or readjustment of, or other similar proceeding proceedings affecting HoldCo, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions Seller or any of their respective its assets; (iiie) any waiver, amendment, modification offailure of the Guarantor or Seller to perform and observe any agreement or covenant, or other consent to discharge any duty or departure from obligation, arising out of or connected with this Guaranty or the Merger Asset Purchase Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or of the agreements related thereto; or (f) any other Person interested circumstance (other than payment in the Transactions in connection with any full of the Guaranteed Obligations, ) that might otherwise constitute a legal or any change in the manner, place equitable defense or terms discharge of payment a guarantor or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount; (iv) the existence of any claim, set-off or other right that the Guarantors may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; (v) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person primarily or secondarily liable surety with respect to any Guaranteed Obligation; (vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantors or otherwise operate as a discharge of the Guarantors as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; or (viii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), or any other agreement or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions. (c) The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo and/or the Guarantors, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the Guarantors, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party. (d) To the fullest extent permitted by Law, the Guarantors irrevocably waive promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates), the Guarantors shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

Nature of Guarantee. (a) This Limited Subject to Section 9.5, this Guarantee is an shall in all respects be a continuing, absolute, unconditional and continuing irrevocable guarantee of payment, payment or performance when due and not of collection, and a separate action or actions may be brought shall remain in full force and prosecuted against the Guarantors to enforce this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub or any other Person or whether HoldCo, Parent, Merger Sub or any other Person is joined effect until all Obligations have been indefeasibly paid in any such action or actions. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the full and all obligations of the Guarantors under Guarantor hereunder have been indefeasibly paid in full. The Guarantor guarantees that the Obligations will be paid or performed strictly in accordance with the terms of this Limited GuaranteeAgreement and/or the relevant Closing Document, on regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the one hand, rights of Assignor with respect thereto. Assignee shall not be bound to avail itself of any remedies or to exhaust its recourse against Assignor or others or any security or other guarantees it may at any time hold before being entitled to payment from the Guarantor. The Guarantor renounces all benefits of discussion and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, shall be several and not joint. (b) division. The liability of the Guarantors Guarantor under this Limited the Guarantee shall, to the fullest extent permitted under applicable Law, shall be absolute, unconditional and irrevocable and unconditional, irrespective of, and without being lessened or limited by: (i) any change in the corporate existence, structure or ownership of HoldCo, Parent or Merger Sub, or any other Person interested in the Transactions; (ii) any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting HoldCo, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions or any of their respective assets; (iii) any waiver, amendment, modification of, or other consent to or departure from the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed Obligations, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount; (iv) the existence of any claim, set-off or other right that the Guarantors may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; (va) the failure of the Guaranteed Party Assignee to assert any claim or demand or to enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor Assignor or any other Person primarily (including any other guarantor) under the provisions of any other document delivered under, pursuant to or secondarily liable in connection with respect this Agreement, or otherwise, or to exercise any Guaranteed right or remedy against any other guarantor of, or collateral securing, any of the Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other extension, compromise, indulgence or renewal of any Obligation; (vic) any reduction, limitation, variation, impairment, discontinuance or termination of the adequacy Obligations for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any other means event or occurrence affecting, the Guaranteed Party may have Obligations or otherwise (other than by reason of obtaining repayment of any payment which is not required to be rescinded); (d) any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the Guaranteed terms of this Agreement or other Closing Document; (e) any addition, exchange, release, discharge, renewal, realization or non-perfection of any collateral security for the Obligations or any amendment to, or waiver or release or addition of, or consent to departure from, any other guarantee held by Assignee as security for the Obligations; (viif) any other act the loss of or omission that may in any manner or to any extent vary the risk of the Guarantors or otherwise operate as a discharge of the Guarantors as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct the unenforceability of any other guarantee or other security which Assignee may now or hereafter hold in respect of the Guaranteed Party Obligations, whether occasioned by the fault of Assignee or otherwise; (g) any change in the name of its Affiliates Assignor or in connection the constating documents, capital structure, capacity or constitution of Assignor, the bankruptcy or insolvency of Assignor, the sale of any or all of Assignor's business or assets or Assignor being consolidated, merged or amalgamated with the Merger Agreement or the Transactionsany other Person; or (viiih) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), or any other agreement or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions. (c) The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo and/or the Guarantors, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the Guarantors, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party. (d) To the fullest extent permitted by Law, the Guarantors irrevocably waive promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally circumstance (other than defenses to the payment satisfaction in full of the Guaranteed Obligations (iall Obligations) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must which might otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates), the Guarantors shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as constitute a defense available to, or release a legal or equitable discharge of, any payment or performance by the Guarantors under this Limited GuaranteeAssignor, any claim, set-off, deduction, defense surety or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligationsany guarantor.

Nature of Guarantee. (a) In the event that any payment to the Guaranteed Party in respect of the Guaranteed Obligations (subject to the Cap) is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligations as if such payment had not been made. This Limited Guarantee is an unconditional and continuing guarantee one of payment, and not of only collection, and a separate action Action or actions Actions may be brought and prosecuted against the Guarantors Guarantor to enforce this Limited Guarantee, irrespective of whether any action Action is brought against HoldCo, Parent, Merger Sub or any other Person Purchaser or whether HoldCo, Parent, Merger Sub Parent or any other Person is Purchaser are joined in any such action Action or actions. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors under this Limited Guarantee, on the one hand, and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, shall be several and not jointActions. (b) The liability of the Guarantors Guarantor’s obligations under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, irrevocable are absolute and unconditional, irrespective of: and shall not be released or discharged, in whole or in part, or otherwise affected by (i) any change in the corporate existencevalue, structure genuineness, validity, regularity or ownership enforceability of HoldCo, Parent the Merger Agreement or Merger Sub, or any other Person interested in the Transactions; Guaranteed Obligations; (ii) any insolvency, bankruptcy, reorganization, liquidation amendment or other similar proceeding affecting HoldCo, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions or any of their respective assets; (iii) any waiver, amendment, modification waiver of, or other consent failure of the Guaranteed Party to enforce any right or departure from remedy under, any of the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed Obligations, Obligations (with or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case without notice to the extent that any of Guarantor) or the foregoing does not have the effect of increasing the Maximum Amount; Equity Commitment Letter; (iviii) the existence of any claim, set-off or other right that the Guarantors Guarantor may have at any time against HoldCo, Parent, Merger Sub, Purchaser or the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; (v) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation; (vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantors or otherwise operate as a discharge of the Guarantors as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their termsthe terms hereof), other than in each case with respect to ; (Aiv) any claim insolvency or set-off against bankruptcy (or defense similar event) of or relating to the payment of the Guaranteed Obligations that are available to HoldCoGuarantor, Parent or Merger Sub under the Merger AgreementParent, (B) with respect to this Limited GuaranteePurchaser, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement other person now or the Transactions; or (viii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), or any other agreement or instrument referred to herein or therein, other than in each case hereafter liable with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions. (c) The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance otherwise interested in the transactions contemplated by the Merger Agreement; (v) any default by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding Parent or Purchaser under the obligations Merger Agreement; (vi) any inability of the Guarantors hereunderGuaranteed Party to pay or perform its obligations under the Merger Agreement; (vii) any incapacity, the Guaranteed Obligations, and any lack of them, shall conclusively be deemed to have been created, contracted authority or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo and/or the Guarantors, on the one hand, and limitation of status or power of the Guaranteed Party, on Parent or Purchaser; or (viii) the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing adequacy of any of its rights and remedies hereunder against the Guarantors, other means the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, obtaining payment of the Guaranteed Party. (d) Obligations. To the fullest extent permitted by Law, the Guarantors irrevocably waive Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Company. (c) Guarantor hereby waives promptness, diligence, grace, notice of the acceptance hereofof this Guarantee and of the Guaranteed Obligations, presentment, demanddemand for payment, notice of non-performance, default, dishonor and protest protest, notice of any Guaranteed Obligations incurred and all other notices of any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement)kind, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of Parent or Purchaser or any other Person interested in the Transactions, and all suretyship defenses generally (other than fraud by the Guaranteed Party with respect to this Guarantee or defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub Purchaser under the Merger Agreement). Guarantor hereby waives any and all notice of the creation, (ii) in respect renewal, extension or accrual of a breach any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Guarantee or acceptance of this Limited Guarantee Guarantee. (d) Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or (iii) hereafter acquire against Parent or Purchaser that arise from the existence, payment, performance, or enforcement of Guarantor’s obligations under or in respect of fraud this Guarantee or willful misconduct any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Purchaser, whether arising under Contract or applicable Law, including, without limitation, the right to take or receive from Parent or Purchaser or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of its Affiliates such claim, remedy or right, unless and until the Guaranteed Obligations shall have been fully performed and indefeasibly paid in connection with full in cash. If any amount shall be paid to Guarantor in violation of the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated immediately preceding sentence at any time prior to file any claim relating to any Guaranteed Obligation the full performance and indefeasible payment in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure full in cash of the Guaranteed Party to so file Obligations, such amount shall not affect be received and held in trust for the Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct benefit of the Guaranteed Party or any Party, shall be segregated from other property and funds of its Affiliates), Guarantor and shall be held as collateral for the Guarantors shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Obligations. Notwithstanding anything to the contrary contained set forth in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors shall have all defenses to the extent that Parent is relieved from its payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement by satisfaction thereof or pursuant to any written agreement with respect to the Guaranteed ObligationsParty to such effect, the Guarantor shall be similarly relieved of its obligation under this Guarantee. (e) Guarantor acknowledges and agrees that (i) the provisions of this Guarantee are an integral and essential part of the Transactions and neither Parent or Purchaser nor the Guaranteed Party would have entered into the Merger Agreement without the benefit of this Guarantee and (ii) it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits.

Nature of Guarantee. The obligations, covenants, ------------------- agreements and duties of the Guarantor hereunder shall remain in full force and effect and enforceable until the Obligations are finally, indefeasibly and unconditionally paid and performed in full in accordance with the terms of the Operative Documents, as the case may be, and, to the maximum extent permitted by law, shall in no way be affected or impaired by reason of the happening from time to time of any other event, including, without limitation, the following, whether or not any such event shall have occurred without notice to or the consent of the Guarantor: (a) This Limited Guarantee is an unconditional and continuing guarantee the waiver, compromise, settlement, termination or other release of paymentthe performance or observance by the Guarantor or the Charterer of any or all of their respective agreements, not of collectioncovenants, and a separate action terms or actions may be brought and prosecuted against the Guarantors to enforce this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub or any other Person or whether HoldCo, Parent, Merger Sub or any other Person is joined in any such action or actions. Notwithstanding anything to the contrary conditions contained in this Limited Guarantee Guaranty (other than Section 2.1 hereof), or any other document, the obligations of the Guarantors under this Limited Guarantee, on the one hand, and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, shall be several and not joint.Guaranty Documents; (b) The liability any failure, omission, delay or lack on the part of the Guarantors under this Limited Guarantee shallBeneficiaries to enforce, to assert or exercise any right, power or remedy conferred on the fullest extent permitted under applicable Law, be absolute, irrevocable and unconditional, irrespective of: (i) any change Beneficiaries in the corporate existence, structure Guaranty Documents or ownership this Guaranty or the inability of HoldCo, Parent the Beneficiaries to enforce any provision of the Guaranty Documents or Merger Subthis Guaranty for any reason, or any other Person interested in the Transactions; (ii) any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting HoldCo, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions or any of their respective assets; (iii) any waiver, amendment, modification of, or other consent to or departure from the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed Obligations, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount; (iv) the existence of any claim, set-off or other right that the Guarantors may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; (v) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation; (vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vii) any other act or omission that may in any manner or to any extent vary on the risk part of the Guarantors Beneficiaries; (c) the transfer, assignment or otherwise operate as a discharge mortgaging, or the purported transfer, assignment or mortgaging, of all or any part of the Guarantors as a matter of law or equity (other than as a result of payment interest of the Guaranteed Obligations Charterer in accordance with their terms)the Vessel or the invalidity, other than in each case with respect to (A) unenforceability or termination for any claim or set-off against or defense to the payment reason whatsoever of the Guaranteed Obligations that are available to HoldCoGuaranty Documents or any defect in the title of the Vessel or any part thereof or any loss of possession, Parent use or Merger Sub under operational control of the Merger Agreement, (B) with respect to this Limited Guarantee, a breach Vessel or any part thereof by the Guaranteed Party Charterer; (d) the modification or amendment (whether material or otherwise) of this Limited Guarantee any obligation, covenant or agreement set forth in the Guaranty Documents; (Ce) in respect the voluntary or involuntary liquidation, dissolution, sale of fraud all or willful misconduct substantially all of the Guaranteed Party assets, marshaling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceedings affecting the Charterer or any of its Affiliates in connection with assets or any allegation or contest of the Merger Agreement validity of this Guaranty or the TransactionsGuaranty Documents in any such proceeding; (f) the surrender or impairment of any security for the performance or observance of any of the Obligations; (g) any failure of the Guarantor or the Charterer or any other Person to perform and observe any agreement or covenant, or to discharge any duty or obligation, arising out of or connected with this Guaranty, the Guaranty Documents or the occurrence or pendency of any Charter Default or Charter Event of Default or any proceedings or actions as a result of, or attendant upon, such Charter Default or Charter Event of Default; (h) the inability of the Guarantor, the Beneficiaries or the Charterer or any other Person to enforce any provision of this Guaranty or the Guaranty Documents for any reason; (i) the failure to give notice to the Guarantor or the Charterer of the occurrence of an event of default under the terms and provisions of the Guaranty Documents; (j) the disposition by the Guarantor of any or all of its interest in any capital stock of the Charterer or any change, restructuring or termination of the corporate structure, ownership or existence of the Charterer; (k) any set-off, counterclaim, reduction, or diminution of any Obligation, or any defense of any kind or nature whatsoever (other than performance), which the Guarantor or the Charterer may have or assert against the Beneficiaries; or (viiil) the value, genuineness, validity, illegality any other circumstance (other than performance) that might otherwise constitute a legal or enforceability equitable defense or discharge of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on Guarantor under this Guaranty or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), of a guarantor or any other agreement or instrument referred to herein or therein, other than in each case surety with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the TransactionsObligation. (c) The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo and/or the Guarantors, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the Guarantors, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party. (d) To the fullest extent permitted by Law, the Guarantors irrevocably waive promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates), the Guarantors shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

Nature of Guarantee. The obligations, covenants, ------------------- agreements and duties of the Guarantor hereunder shall remain in full force and effect and enforceable until the Obligations are finally, indefeasibly and unconditionally paid and performed in full in accordance with the terms of the Operative Documents and, to the maximum extent permitted by law, shall in no way be affected or impaired by reason of the happening from time to time of any other event, including, without limitation, the following, whether or not any such event shall have occurred without notice to or the consent of the Guarantor: (a) This Limited Guarantee is an unconditional and continuing guarantee the waiver, compromise, settlement, termination or other release of paymentthe performance or observance by the Guarantor or the Lessee of any or all of their respective agreements, not of collectioncovenants, and a separate action terms or actions may be brought and prosecuted against the Guarantors to enforce this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub or any other Person or whether HoldCo, Parent, Merger Sub or any other Person is joined in any such action or actions. Notwithstanding anything to the contrary conditions contained in this Limited Guarantee or any Guaranty (other documentthan Section 2.1 hereof), the obligations of Participation Agreement, the Guarantors under this Limited Guarantee, on the one hand, and the obligations of each Other Guarantor under the applicable Other Guarantee, on Lease or the other hand, shall be several and not joint.Operative Documents; (b) The liability any failure, omission, delay or lack on the part of the Guarantors under this Limited Guarantee shallBeneficiaries to enforce, to assert or exercise any right, power or remedy conferred on the fullest extent permitted under applicable Law, be absolute, irrevocable and unconditional, irrespective of: (i) any change Beneficiaries in the corporate existenceParticipation Agreement, structure the Lease, the other Operative Documents or ownership this Guaranty in accordance with its terms or the inability of HoldCothe Beneficiaries to enforce any provision of the Participation Agreement, Parent the Lease, the other Operative Documents or Merger Subthis Guaranty for any reason, or any other Person interested in the Transactions; (ii) any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting HoldCo, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions or any of their respective assets; (iii) any waiver, amendment, modification of, or other consent to or departure from the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed Obligations, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount; (iv) the existence of any claim, set-off or other right that the Guarantors may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; (v) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation; (vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vii) any other act or omission that may in any manner or to any extent vary on the risk part of the Guarantors Beneficiaries; (c) the transfer, assignment or otherwise operate as a discharge mortgaging, or the purported transfer, assignment or mortgaging, of all or any part of the Guarantors as a matter of law or equity (other than as a result of payment interest of the Guaranteed Obligations Lessee in accordance with their terms)the Facility or the invalidity, other than in each case with respect to (A) unenforceability or termination for any claim or set-off against or defense to the payment reason whatsoever of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Participation Agreement, (B) with respect to this Limited Guaranteethe Lease or any other Operative Document or any term, a breach condition, provision of any thereof or any remedy thereunder or any defect in the title of the Facility or any part thereof or any loss of possession, use or operational control of the Facility or any part thereof by the Guaranteed Party Lessee; (d) the modification or amendment (whether material or otherwise) of this Limited Guarantee any obligation, covenant or agreement set forth in the Participation Agreement, the Lease or any other Operative Document; (Ce) in respect the voluntary or involuntary liquidation, dissolution, sale of fraud all or willful misconduct substantially all of the Guaranteed Party assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceedings affecting the Lessee or any of its Affiliates assets or any allegation or contest of the validity of the Guaranty, the Participation Agreement, the Lease or any other Operative Document in connection with any such proceeding; (f) the Merger Agreement surrender or impairment of any security for the performance or observance of any of the Obligations; (g) any failure of the Guarantor or the TransactionsLessee or any other Person to perform and observe any agreement or covenant, or to discharge any duty or obligation, arising out of or connected with this Guaranty, the Participation Agreement, the Lease or any other Operative Document or the occurrence or pendency of any Lease Default or Lease Event of Default or any proceedings or actions as a result of, or attendant upon, such Lease Default or Lease Event of Default; (h) the inability of the Guarantor, the Beneficiaries or the Lessee or any other Person to enforce any provision of this Guaranty, the Participation Agreement, the Lease or any other Operative Document for any reason; (i) the failure to give notice to the Guarantor or the Lessee of the occurrence of an event of default under the terms and provisions of the Participation Agreement, the Lease or the other Operative Documents; (j) the disposition by the Guarantor of any or all of its interest in any capital stock of the Lessee or any change, restructuring or termination of the corporate structure, ownership or existence of the Lessee; (k) any set-off, counterclaim, reduction, or diminution of any Obligation, or any defense of any kind or nature whatsoever (other than performance), which the Guarantor or the Lessee may have or assert against the Beneficiaries; or (viiil) the value, genuineness, validity, illegality any other circumstance (other than performance) that might otherwise constitute a legal or enforceability equitable defense or discharge of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on Guarantor under this Guaranty or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), of a guarantor or any other agreement or instrument referred to herein or therein, other than in each case surety with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the TransactionsObligation. (c) The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo and/or the Guarantors, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the Guarantors, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party. (d) To the fullest extent permitted by Law, the Guarantors irrevocably waive promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates), the Guarantors shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

Nature of Guarantee. CPI covenants and agrees with Aurinia that: (a) This Limited Guarantee is an the obligations and liabilities of CPI hereunder shall be absolute, unconditional and continuing guarantee of paymentirrevocable, shall not of collectionbe subject to any counterclaim, and a separate action set off, deduction or actions defense based upon any claim CPI may be brought and prosecuted have against the Guarantors to enforce this Limited GuaranteeCPC, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub Aurinia or any other Person or person, whether HoldCo, Parent, Merger Sub or any other Person is joined in any such action or actions. Notwithstanding anything to the contrary contained in connection with this Limited Guarantee or any other documenttransaction, and until there has been full and punctual performance, observance, satisfaction and payment of all of the Guaranteed Obligations, the obligations rights of the Guarantors under this Limited Guarantee, on the one hand, Aurinia and the obligations of each Other Guarantor CPI under this Guarantee shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected or impaired by, any occurrence, matter, circumstance or condition whatsoever (whether or not CPI has any knowledge or notice thereof or has consented thereto), and without limiting the applicable Other Guarantee, on generality of the other handforegoing, shall remain in full force and effect without regard to, and shall not be several and not joint. (b) The liability of the Guarantors under this Limited Guarantee shallreleased, to the fullest extent permitted under applicable Lawdischarged or in any way affected or impaired, be absolute, irrevocable and unconditional, irrespective ofterminated or prejudiced by: (i) the dissolution, winding-up or other cessation of existence of CPC or CPI or the institution of any proceeding relating thereto, any continuance or reorganization or any change in the corporate existencebusiness, structure capital structure, directorate, management, members, name, objects, organization, partners, powers or ownership shareholders of HoldCoCPC or CPI, Parent the amalgamation of CPC or Merger SubCPI with another corporation, the sale or disposal of or appointment of a custodian, liquidator, receiver or trustee in respect of the assets or undertaking, in whole or in part, of CPC or CPI, any distribution of the assets, in whole or in part, of CPC or CPI upon any arrangement, bankruptcy, composition, insolvency, liquidation, readjustment, receivership, reorganization or other similar proceeding or occurrence relating to CPC or CPI, any assignment by CPC or CPI for the benefit of creditors, any other marshalling of any of the assets of CPC or CPI or any other Person interested act or event which would constitute a novation of any obligation or liability of CPC in respect of any of the TransactionsGuaranteed Obligations whether by substitution of the obligations or liabilities of any other person in place of those of CPC or otherwise; (ii) any insolvencyobligation or liability of CPC, bankruptcywhether in respect of any of the Guaranteed Obligations or otherwise, reorganizationof CPI, liquidation whether under this Guarantee or other similar proceeding affecting HoldCootherwise, Parent, Merger Sub or of any other Person now person who is or hereafter interested may become liable in the Transactions or any respect of their respective assets; (iii) any waiver, amendment, modification of, or other consent to or departure from the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed Obligations, or any change in the manneragreement or instrument evidencing any such obligation or liability, place heretofore, now or terms of payment hereafter being invalid, illegal or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amountunenforceable; (iviii) the existence any issue or levy by any administrative, governmental, judicial or other authority or arbitrator of any claimaward, set-off execution, injunction, judgment, order, warrant of attachment, writ or other right that the Guarantors may have at any time similar process against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other PersonCPC, whether in connection with respect of any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCoor otherwise, Parent or Merger Sub under the Merger Agreementagainst CPI, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) whether in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement obligations or the Transactions; (v) the failure of the Guaranteed Party to assert any claim liabilities under this Guarantee or demand otherwise, or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person primarily person who is or secondarily may become liable with in respect to any Guaranteed Obligation; (vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (iv) any activity, conduct, matter or thing authorized by CPI under Section 2.3 below; (v) any extension of time for compliance with or payment of any of the Guaranteed Obligations; (vi) any waiver, consent, extension, granting of time, forbearance, indulgence, renewal or other action or inaction under or in respect of the Assignment Agreement or any of the Guaranteed Obligations, or any exercise or non-exercise of any right, remedy or power in respect thereof; (vii) any informality or irregularity in, omission from, invalidity of, unenforceability of or other act defect in the Assignment Agreement or omission that may in any manner or to any extent vary the risk of the Guarantors or otherwise operate as a discharge of the Guarantors as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms)or any other agreement or instrument, other than in each case with respect to (A) or any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub misrepresentation by CPC under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party Assignment Agreement or any of its Affiliates in connection with the Merger Agreement other agreement or the Transactions; orinstrument; (viii) any lack or limitation of capacity, status, power or authority, or any incapacity or disability, of CPC or CPI or Aurinia or any of their respective directors, officers, employees, trustees, partners or agents acting or purporting to act on their behalf, and any defect or any failure to comply with a formal legal requirement in the value, genuineness, validity, illegality execution or enforceability delivery of the Merger Assignment Agreement or any document; (ix) any action or other proceeding brought by any beneficiaries or creditors of, or by, CPC or any other person for any reason whatsoever, including without limitation any action or proceeding in any way attacking or involving any issue in respect of the Assignment Agreement, any Other Guarantee, of the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”)Guaranteed Obligations, or any other agreement or instrument referred to herein or therein, other than in each case with respect to instrument; or (Ax) any claim occurrence or setnon-off against occurrence of any other act or defense to event which, by operation of law or equity or otherwise, would directly or indirectly now or hereafter result in the payment determination, discharge, extinction, limitation, merger, novation, reduction or release, pro tanto or otherwise, of the Guaranteed Obligations that are available to HoldCo, Parent CPI or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement obligations or the Transactions.liabilities hereunder or which would otherwise prejudice or impair any right of Aurinia hereunder; (cb) The Guarantors hereby waive the obligations and liabilities of CPI hereunder shall constitute obligations and liabilities of payment and not of collection and shall be absolute and independent of and not in consideration of or conditional or contingent upon any and all notice other obligation or liability of the creationCPI, renewalany obligation or liability of CPC, extension or accrual whether in respect of any of the Guaranteed Obligations and notice or otherwise, or any obligation or liability of any other person who is or proof may become liable in respect of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance any of this Limited Guarantee. Without expanding the obligations of the Guarantors hereunder, the Guaranteed Obligations, or any prior notice or protest to, demand upon or action, suit or other proceeding against CPC or any such other person, and Aurinia may bring or prosecute a separate action, suit or other proceeding against CPI whether such action, suit or other proceeding is brought or prosecuted against CPC or any such other person or whether CPC or any such other person (including Aurinia) is joined in such action, suit or other proceeding; and (c) any part performance or part payment by CPC of any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo and/or the Guarantors, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the Guarantors, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or other circumstance which operates to toll any right statute of offset with respect thereto, and any failure by the Guaranteed Party limitations or law of prescription as to pursue (CPC shall operate to toll such statute of limitations or elect among) such other rights or remedies or law of prescription as to collect any payments from HoldCo or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed PartyCPI. (d) To the fullest extent permitted by Law, the Guarantors irrevocably waive promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates), the Guarantors shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

Nature of Guarantee. Each Guarantor’s obligations hereunder (a) This Limited are continuing, absolute, unconditional and irrevocable; (b) shall remain in full force and effect until all Obligations are paid in full in cash and the Commitments have terminated or expired (unless this Guarantee is an unconditional reinstated pursuant to the terms of this Article XI); and continuing guarantee (c) shall not be affected by (i) the existence, validity, enforceability, perfection or extent of paymentany collateral therefor, not the validity, regularity or enforceability of collectionthe Facility Documents, and a separate (ii) the absence of any action or actions may be brought and prosecuted against the Guarantors to enforce any Obligor’s obligations under any of the Facility Documents or to otherwise assert any claim or enforce any right of any Lender Party under the Facility Documents or in or to the Collateral, (iii) any waiver or consent by any Obligor with respect to any provisions of this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub Agreement or any other Person or whether HoldCoFacility Document, Parent, Merger Sub or any other Person is joined in any such action or actions. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors under this Limited Guarantee, on the one hand, and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, shall be several and not joint. (b) The liability of the Guarantors under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, irrevocable and unconditional, irrespective of: (iiv) any change in the corporate existencetime, structure manner or ownership place of HoldCopayment of, Parent or Merger Subin any other term of, all or any of the Obligations, or any other Person interested in the Transactions; extension, increase, compromise or renewal of any Obligation, (iiv) any insolvencyreduction, bankruptcylimitation, reorganizationimpairment or termination of any Obligations for any reason, liquidation including any claim of waiver, release, surrender, alteration or other similar proceeding affecting HoldCocompromise, Parentand shall not be subject to (and each Guarantor hereby waives any right to or claim of) any defense or setoff, Merger Sub counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Person now event or hereafter interested in the Transactions or occurrence affecting, any of their respective assets; Obligations, (iiivi) any amendment to, extension, variance, alteration, rescission, waiver, amendmentincrease, or other modification of, or other any consent to or departure from from, any of the Merger terms of this Agreement or any other agreement or instrument evidencingFacility Document including, securing or otherwise executed by HoldCo, Parent, Merger Subwithout limitation, any Other Guarantor increase or reduction to the rate of interest on all or any of the Obligations, (vii) any addition, exchange, release, surrender or non-perfection of any Collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty or any other Person interested in security document, held by a Lender Party, (viii) the Transactions in connection with insolvency of any of the Guaranteed Obligationsother Obligor, or (ix) any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case circumstance relating to the extent Obligations that any might otherwise constitute a legal or equitable discharge of the foregoing does not have the effect of increasing the Maximum Amount; (iv) the existence of any claim, set-off or other right that the Guarantors may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment this Guarantee. Each of the Guaranteed Obligations Guaranties under this Article XI is a guarantee of payment and not a guarantee of collection, and each Guarantor jointly and severally agrees that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; (v) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation; (vi) the adequacy of any other means the Guaranteed Lender Party may have of obtaining repayment resort to such Guarantor for payment of any of the Guaranteed Obligations; (vii) any other act Obligations owed to it whether or omission that may in any manner or not such Lender Party shall have resorted to any extent vary the risk of the Guarantors collateral therefor or otherwise operate as a discharge of the Guarantors as a matter of law shall have proceeded against any Person principally or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; or (viii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), or any other agreement or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions. (c) The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of secondarily liable for any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors hereunder, the Guaranteed Obligations, and including any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited GuaranteeObligor, and all dealings between HoldCo and/or the Guarantors, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed whether or not such Lender Party has pursued any other remedy available to have been had or consummated in reliance upon this Limited Guaranteeit. When pursuing any of its rights and remedies hereunder against the Guarantors, the Guaranteed No Lender Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party. (d) To the fullest extent permitted by Law, the Guarantors irrevocably waive promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation the Obligations in the event that HoldCo, Parent, Merger Sub or any Other Guarantor Obligor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed applicable Lender Party to so file shall not affect the Guarantors’ obligations any obligation of a Guarantor hereunder. In the event that any payment to the Guaranteed Party Lender Parties in respect of any Guaranteed Obligation Obligations owed to them is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates)whatsoever, the Guarantors shall remain jointly and severally liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation Obligations as if such payment had not been mademade and the Guarantee shall be reinstated, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything if applicable. At any time and from time to time, upon the contrary contained in this Limited Guaranteewritten request of any Lender Party, and at the sole expense of the Guarantors, the Guaranteed Party hereby agrees that: (i) Guarantors will furnish such information regarding the financial well-being of the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would as may be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach reasonably requested by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligationssuch Lender Party.

Nature of Guarantee. The obligations of the Guarantor under ------------------- this Guaranty shall be absolute, unconditional, joint and several and in solido -- ------ with the Borrower. This Guaranty shall be absolute and unconditional irrespective of any other agreement or instrument to which the Guarantor is a party and shall remain in full force and effect until the earlier of (i) the date the Indebtedness is paid and performed in full or (ii) the Commencement Date, and until such event, the Indebtedness secured hereby and payment and performance hereunder shall not be subject to rescission or repayment pursuant to any bankruptcy, insolvency, arrangement, reorganization, moratorium, receivership or similar proceeding affecting the Guarantor. Such Indebtedness and this Guaranty shall not be affected, modified or impaired upon the happening from time to time of any event, including without limitation any of the following, whether or not such event shall occur with notice to, or the consent of, the Guarantor: (a) This Limited Guarantee is an unconditional and continuing guarantee the waiver, surrender, compromise, settlement, discharge, release or termination of paymentany Indebtedness or any or all of the obligations, not covenants or agreements of collection, and a separate action or actions may be brought and prosecuted against the Guarantors to enforce this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub Borrower or any other Person or whether HoldCocontained in the Loan Agreement, Parent, Merger Sub any Loan Document or any other Person is joined documents executed in any such action connection therewith or actions. Notwithstanding anything to the contrary contained in this Limited Guarantee of payment, performance or any other document, the obligations of the Guarantors under this Limited Guarantee, on the one hand, and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, shall be several and not joint.observance thereof; (b) The liability any defect in notice to the Guarantor of the Guarantors occurrence of a default under this Limited Guarantee shallGuaranty or of any event of default under the terms and provisions of any Indebtedness, including without limitation, the Loan Agreement, the Note or any other Loan Document; (c) the validity, unenforceability or termination of the Loan Agreement, the Note, any other Loan Document or any other Indebtedness; (d) the waiver, compromise, surrender, settlement, release or termination of the obligations, covenants or agreements of the Guarantor contained in this Guaranty or of payment, performance or observance thereof; (e) the extension of the time for payment of any of the Indebtedness or of the time of performance of any representation, covenant or agreement under or arising out of the Loan Agreement, the Note, this Guaranty, or any other Loan Document or other documents executed in connection therewith or evidencing any other Indebtedness or any extension or renewal thereof; (f) the modification or amendment (whether material or otherwise) of any representation, obligation, covenant or agreement set forth in the Loan Agreement, the Note, any other Loan Document, or any other documents executed in connection therewith or evidencing any other Indebtedness; (g) the taking or the omission to take any action referred to in the fullest extent permitted Loan Agreement, the Note, any other Loan Document, or any other documents executed in connection therewith or evidencing any other Indebtedness or of any action under applicable Lawthis Guaranty; (h) any failure, be absoluteomission, irrevocable and unconditionaldelay or lack of diligence on the part of Lender in the enforcement, irrespective of:assertion or exercise of any right, power or remedy conferred on Lender in the Loan Agreement, the Note, any other Loan Document, or any other documents executed in connection therewith or evidencing any other Indebtedness or in this Guaranty, or the inability of Lender to enforce any provision of any such documents or Indebtedness for any other reason, or any other act or omission on the part of Lender or any allegation or contest of the validity or enforceability of this Guaranty in any proceedings; (i) any change in the corporate existencevoluntary or involuntary liquidation, structure dissolution, sale or ownership other disposition of HoldCoall or substantially all the assets and liabilities, Parent or Merger Subthe marshalling of assets and liabilities, or any other Person interested in receivership, insolvency, assignment for the Transactions; (ii) any insolvencybenefit of creditors, bankruptcy, reorganization, liquidation arrangement, adjustment, composition or other similar proceeding proceedings affecting HoldCoBorrower or Guarantor, Parentor any of the assets of either of them, Merger Sub or any allegation or contest of the validity of the Loan Agreement, the Note, this Guaranty or any other Person now Loan Document or hereafter interested document executed in the Transactions connection therewith or evidencing any of their respective assetsother Indebtedness in any proceeding; (iiij) any waiver, amendment, modification of, the default or other consent failure of the Guarantor fully to or departure from the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with perform any of the Guaranteed Obligations, or any change its obligations set forth in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amountthis Guaranty; (iv) the existence of any claim, set-off or other right that the Guarantors may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; (vk) the failure of Borrower to perform any obligation contained in the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCoLoan Agreement, Parent, Merger Sub, any Other Guarantor the Note or any other Person primarily Loan Document, or secondarily liable with respect to in any Guaranteed Obligation;other document evidencing any other Indebtedness, for any reason whatsoever, including, without limiting the generality of the foregoing, insufficiency of funds, negligence or willful misconduct on the part of Borrower, its agents or independent contractors, legal action of any nature which prohibits or delays payment or performance of any Indebtedness, labor disputes, war, insurrection, natural catastrophe or laws, rules or regulations of any body, governmental or otherwise; or, (vil) to the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vii) extent permitted by law, any other act or omission that delay or failure to act, or any other thing which may or might in any manner manner, or to any extent vary the risk of the Guarantors or otherwise operate as a discharge of the Guarantors as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; or (viii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), or any other agreement or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions. (c) The Guarantors hereby waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo and/or the Guarantors, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the Guarantors, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party. (d) To the fullest extent permitted by Law, the Guarantors irrevocably waive promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates), the Guarantors shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge ofthe Guarantor from the performance of observance of any obligation, covenant or condition contained in this Guaranty by operation of law. It is the purpose and intent of the parties hereto that the guaranty of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except in accordance with Section 5.2 hereof or by payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligationsas herein provided.

Nature of Guarantee. (a) This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action or actions may be brought and prosecuted against the Guarantors any Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub Parent or any other Person or whether HoldCo, Parent, Merger Sub Parent or any other Person is joined in any such action or actions; provided that such action or actions have also been brought simultaneously against each other non-performing Guarantor under this Limited Guarantee (except to the extent that the bringing of such action or actions against any other Guarantor is prohibited or stayed by any applicable Law or Order). The Guaranteed Party shall not release any Guarantor from, or extend the time of payment of, any obligations hereunder or amend or waive any provision hereof unless the Guaranteed Party offers to release each Guarantor under this Limited Guarantee in the same proportion, to extend the time of payment on the same terms and conditions applicable to such other Guarantor, or to amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors under this Limited Guarantee, on the one hand, and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, Guarantee shall be several and not joint. (b) The liability of the Guarantors each Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, irrevocable and unconditional, irrespective of: (i) any release or discharge of any obligation of Parent in connection with the Merger Agreement resulting from any change in the corporate existence, structure or ownership of HoldCo, Parent or Merger Sub, or any other Person interested in the Transactions; (ii) any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting HoldCo, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions Parent or any of their its respective assets, other than as and if required by Section 2(a); (iiiii) any waiver, amendment, amendment or modification of, or other consent to or departure from of the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed ObligationsAgreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount; (iviii) the existence of any claim, set-off or other right that the Guarantors such Guarantor may have at any time against HoldCo, Parent, Merger Sub, Parent or the Guaranteed Party or any other PersonParty, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are may be available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of any of the Guaranteed Party or any of its Affiliates Group in connection with the Merger Agreement or the Transactionstransactions contemplated by the Merger Agreement; (viv) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor Parent or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation, other than as and if required by Section 2(a) (including in the event any Person becomes subject to a bankruptcy, reorganization, insolvency, liquidation or similar proceeding); (viv) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (viivi) any other act or omission that may in any manner or to any extent vary the risk of the Guarantors such Guarantor or otherwise operate as a discharge of the Guarantors such Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are may be available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of any of the Guaranteed Party or any of its Affiliates Group in connection with the Merger Agreement or the Transactionstransactions contemplated by the Merger Agreement; or (viiivii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), Letters or any other agreement or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are may be available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of any of the Guaranteed Party or any of its Affiliates Group in connection with the Merger Agreement or the Transactionstransactions contemplated by the Merger Agreement. (c) The Guarantors parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guarantee were not performed in accordance with its specific terms or were otherwise breached and further agree that the Guaranteed Party shall be entitled to an Order, injunction, specific performance and other equitable relief against the relevant Guarantor from a court or authority of competent jurisdiction to prevent breaches of this Limited Guarantee and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any bond or other security in connection with any such Order or injunction. Each Guarantor further agrees not to oppose the granting of any such Order, injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Party has an adequate remedy at law or (ii) an award of an Order, injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or in equity. Each Guarantor hereby waive waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo Parent and/or the Guarantors, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When Except as provided in Section 2(a), when pursuing any of its rights and remedies hereunder against the Guarantors, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo Parent or any such other Person or any right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party, subject to the provisions of Section 2(a). (d) To the fullest extent permitted by Law, the Guarantors irrevocably waive promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo Parent and its counsel pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor Parent becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor Guarantors or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of any of the Guaranteed Party or any of its AffiliatesGroup), the Guarantors shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation Obligations as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) that the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and . (iig) The Guaranteed Party hereby agrees that to the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, extent Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, is relieved of all or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub any portion of its payment obligations under the Merger Agreement Agreement, the Guarantors shall be automatically relieved of their obligations with respect to such payment obligations on a pro rata basis under this Limited Guarantee without any further actions from the Guaranteed Obligationsparties thereto.

Nature of Guarantee. (a) This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action or actions may be brought and prosecuted against the Guarantors Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub Parent or any other Person or whether HoldCo, Parent, Merger Sub Parent or any other Person is joined in any such action or actions. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors under this Limited Guarantee, on the one hand, and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, shall be several and not joint.; (b) The liability of the Guarantors Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, irrevocable and unconditional, irrespective of: (i) any release or discharge of any obligation of Parent in connection with the Merger Agreement resulting from any change in the corporate existence, structure or ownership of HoldCo, Parent or Merger Sub, or any other Person interested in the Transactions; (ii) any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting HoldCo, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions Parent or any of their its respective assets, other than as and if required by Section 2(a); (iiiii) any waiver, amendment, amendment or modification of, or other consent to or departure from of the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed ObligationsAgreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount; (iviii) the existence of any claim, set-off or other right that the Guarantors Guarantor may have at any time against HoldCo, Parent, Merger Sub, Parent or the Guaranteed Party or any other PersonParty, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are may be available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of any of the Guaranteed Party or any of its Affiliates Group in connection with the Merger Agreement or the Transactionstransactions contemplated by the Merger Agreement; (viv) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor Parent or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation, other than as and if required by Section 2(a) (including in the event any Person becomes subject to a bankruptcy, reorganization, insolvency, liquidation or similar proceeding); (viv) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (viivi) any other act or omission that may in any manner or to any extent vary the risk of the Guarantors Guarantor or otherwise operate as a discharge of the Guarantors Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are may be available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of any of the Guaranteed Party or any of its Affiliates Group in connection with the Merger Agreement or the Transactionstransactions contemplated by the Merger Agreement; or (viiivii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), Letter or any other agreement or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are may be available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of any of the Guaranteed Party or any of its Affiliates Group in connection with the Merger Agreement or the Transactionstransactions contemplated by the Merger Agreement. (c) The Guarantors Guarantor hereby waive waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo Parent and/or the GuarantorsGuarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When Except as provided in Section 2(a), when pursuing any of its rights and remedies hereunder against the GuarantorsGuarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo Parent or any such other Person or any right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party, subject to the provisions of Section 2(a). (d) To the fullest extent permitted by Law, the Guarantors Guarantor irrevocably waive waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent not provided for herein (except for notices to be provided to HoldCo Parent and its counsel pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor Parent becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of any of the Guaranteed Party or any of its AffiliatesGroup), the Guarantors Guarantor shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation Obligations as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors Guarantor shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations. (g) The Guaranteed Party hereby agrees that to the extent Parent is relieved of all or any portion of the Guaranteed Obligations, the Guarantor shall be automatically relieved of its obligations with respect to such obligations under this Limited Guarantee without any further actions from the parties thereto.

Nature of Guarantee. (a) This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action Action or actions Actions may be brought and prosecuted against the Guarantors Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub Sub, any Other Guarantor or any other Person or whether HoldCo, Parent, Merger Sub Sub, any Other Guarantor or any other Person is joined in any such action Action or actionsActions. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors Guarantor under this Limited Guarantee, on Guarantee and of the one hand, and the obligations of each Other Guarantor Guarantors under the applicable Other Guarantee, on the other handGuarantees, shall be several and not joint. (b) The liability of the Guarantors Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, irrevocable irrevocable, unconditional and unconditionalcontinuing, irrespective of (and shall in no way be released, discharged, impaired or affected by reason of:): (i) any change in the corporate existence, structure or ownership of HoldCo, Parent or Merger Sub, Sub or any other Person now or hereafter interested in the Transactions; (ii) , or any of their respective assets, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting HoldCoParent or Merger Sub, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions Transactions, or any of their respective assets; (iiiii) any rescission, waiver, compromise, consolidation, amendment, modification of, or other consent to departure of or departure from the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed Obligations, or any change in the manner, place or terms of payment or performance of, any change or extension of the time time, place or manner of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount; (iviii) the existence of any claim, set-off or other right that the Guarantors Guarantor may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; (viv) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, Guarantor, any Other Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation; (viv) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (viivi) any other act or omission that may in any manner or to any extent vary the risk of the Guarantors Guarantor or otherwise operate as a an addition, substitution, discharge or release of Parent, Merger Sub, the Guarantors Guarantor, any Other Guarantor or any other Person as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions; or (viiivii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any the Other Guarantee, the Equity Commitment LetterGuarantees, the equity commitment letters letter entered into between the investors other than the Guarantors (collectivelySponsor and Parent, the “Other Investors”) and HoldCo dated on or around as of the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, ( the “Equity Commitment LettersLetter”), or any other agreement or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions. (c) The Guarantors Guarantor hereby waive waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo Parent and/or the GuarantorsGuarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the GuarantorsGuarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo Parent or any such other Person or any right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party, and to the extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any such pursuit or election. (d) To the fullest extent permitted by Law, the Guarantors Guarantor irrevocably waive waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent notice not provided for herein (except for notices to be provided to HoldCo pursuant to the terms of the Merger Agreement)herein, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactions, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee)generally. (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the GuarantorsGuarantor, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates)whatsoever, the Guarantors Guarantor shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

Nature of Guarantee. (a) This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action Action or actions Actions may be brought and prosecuted against the Guarantors Guarantor to enforce this Limited Guarantee, irrespective of whether any action Action is brought against HoldCo, Parent, Merger Sub Sub, any Other Guarantor or any other Person or whether HoldCo, Parent, Merger Sub Sub, any Other Guarantor or any other Person is joined in any such action Action or actionsActions. The Guaranteed Party shall not release any Other Guarantor from any obligations under the applicable Other Guarantee or amend or waive any provision of the applicable Other Guarantee unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors Guarantor under this Limited Guarantee, on Guarantee and of the one hand, and the obligations of each Other Guarantor Guarantors under the applicable Other Guarantee, on the other hand, Guarantees shall be several and not joint. (b) The Subject to the terms hereof, the liability of the Guarantors Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable LawLaw (and except in such case where this Limited Guarantee is terminated pursuant to Section 5), be absolute, irrevocable irrevocable, unconditional and unconditionalcontinuing, irrespective of: (i) any change in the corporate existence, structure or ownership of HoldCo, Parent or Merger Sub, Sub or any other Person now or hereafter interested in the Transactionstransactions contemplated by the Merger Agreement, or any of their respective assets; (ii) any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting HoldCo, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions transactions contemplated by the Merger Agreement, or any of their respective assets; (iii) any waiver, amendment, modification of, or other consent to or departure from from, the Merger Agreement or any other agreement or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with any of the Guaranteed Obligations, or any change in the manner, manner or place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing expanding the Maximum Amountcircumstances under which the Obligations are payable; (iv) the existence of any claim, set-off or other right that the Guarantors Guarantor may have at any time against HoldCo, Parent, Merger Sub, the Guaranteed Party or any other Person, whether in connection with any Guaranteed Obligation or otherwise, other than than, in each case case, (A) any claim or set-off against against, defenses to or defense to discharge of the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, Agreement and/or (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the TransactionsGuarantee; (v) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation; (vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (vii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantors Guarantor or otherwise operate as a an addition, substitution, discharge or release of Parent, Merger Sub, the Guarantors Guarantor or any other Person as a matter of law or equity (other than as a result of payment of the Obligations or the Guaranteed Obligations in accordance with their terms, or a discharge or release of Parent with respect to the Obligations under the Merger Agreement), other than in each case with respect to (A) any claim or set-off against against, defenses to or defense to discharge of the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, Agreement or (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the TransactionsGuarantee; or (viii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), Guarantees or any other agreement or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or the Transactions. (c) The Guarantors To the fullest extent permitted under applicable Law and subject to Section 2(f) below, the Guarantor hereby waive waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo Parent and/or the GuarantorsGuarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing any of its rights and remedies hereunder against the GuarantorsGuarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo Parent or any such other Person or any right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party, and to the extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any such pursuit or election, in each case subject to Section 2(a). (d) To the fullest extent permitted by LawLaw and subject to Section 2(f) below, the Guarantors Guarantor irrevocably waive waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice, in each case, to the extent notice not provided for herein (except for notices to be provided to HoldCo Parent or Merger Sub pursuant to the terms of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in Transactionsthe transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than defenses to the payment of the Obligations or the Guaranteed Obligations (ix) that are available to Parent or Merger Sub under the Merger Agreement, (iiy) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iiiz) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Sub, the Guarantors, Guarantor or any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates)whatsoever, the Guarantors Guarantor shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation (subject to the Maximum Amount) as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited GuaranteeGuarantee but subject to Section 2(b)(ii), the Guaranteed Party hereby agrees that: (i) to the Guarantors extent Parent and Merger Sub are relieved of all or any portion of the Obligations pursuant to the terms of the Merger Agreement or otherwise, the Guarantor shall be similarly and proportionally relieved of his Guaranteed Obligations under this Limited Guarantee and (ii) the Guarantor shall have all defenses to the payment of their his obligations under this Limited Guarantee (which in any event shall be subject to the Maximum Amount) that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Obligations or the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group hereunder or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

Nature of Guarantee. (a) This Limited Guarantee is an unconditional absolute, unconditional, irrevocable and continuing guarantee of paymentpayment and performance, not of collection, and a separate action or actions may be brought and prosecuted against the Guarantors Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against HoldCo, Parent, Merger Sub Sub, or any other Person or whether HoldCo, Parent, Merger Sub Sub, or any other Person is joined in any such action or actions. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantors under this Limited Guarantee, on the one hand, and the obligations of each Other Guarantor under the applicable Other Guarantee, on the other hand, shall be several and not joint. (b) The liability of the Guarantors Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, irrevocable irrevocable, unconditional and unconditionalcontinuing, irrespective of: (i) any release or discharge of any obligation of Parent or Merger Sub in connection with the Merger Agreement resulting from any change in the corporate existence, structure or ownership of HoldCo, Parent or Merger Sub, or any other Person interested in the Transactions; (ii) any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting HoldCoParent or Merger Sub, Parent, Merger Sub or any other Person now or hereafter interested in the Transactions or any of their its respective assets, other than as and if required by Section 2(a); (iiiii) any waiver, amendment, modification of, or other waiver of or any consent to or departure from the Merger Agreement Agreement, or any recession, waiver, compromise, consolidation or other agreement amendment or instrument evidencing, securing or otherwise executed by HoldCo, Parent, Merger Sub, any Other Guarantor or any other Person interested in the Transactions in connection with modification of any of the Guaranteed Obligationsterms or provisions of the Merger Agreement made in accordance with the terms thereof, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case to the extent that any of the foregoing does not have the effect of increasing the Maximum Amount; (iviii) the existence of any claim, set-off or other right that the Guarantors Guarantor may have at any time against HoldCo, Parent, Merger Sub, or the Guaranteed Party or any other PersonParty, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are may be available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of any of the Guaranteed Party or any of its Affiliates Group in connection with the Merger Agreement or the Transactionstransactions contemplated by the Merger Agreement; (viv) the failure or delay of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against HoldCo, Parent, Merger Sub, any Other Guarantor Sub or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation, other than as and if required by Section 2(a) (including in the event any Person becomes subject to a bankruptcy, reorganization, insolvency, liquidation or similar proceeding); (viv) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations; (viivi) any other act or omission that may in any manner or to any extent vary the risk of the Guarantors Guarantor or otherwise operate as a discharge or release of the Guarantors Guarantor as a matter of law or equity (other than as a result of payment in full of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are would be available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of any of the Guaranteed Party or any of its Affiliates Group in connection with the Merger Agreement or the Transactionstransactions contemplated by the Merger Agreement; or (viiivii) the value, genuineness, validity, illegality legality or enforceability of the Merger Agreement, any Other Guarantee, the Equity Commitment Letter, the equity commitment letters entered into between the investors other than the Guarantors (collectively, the “Other Investors”) and HoldCo dated on or around the date hereof (collectively, the “Other Equity Commitment Letters” and together with the Equity Commitment Letter, collectively, the “Equity Commitment Letters”), Letter or any other agreement or instrument referred to herein or therein, other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that are would be available to HoldCo, Parent or Merger Sub under the Merger Agreement, (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee or (C) in respect of fraud or willful misconduct of any of the Guaranteed Party or any of its Affiliates Group in connection with the Merger Agreement or the Transactionstransactions contemplated by the Merger Agreement. (c) The Guarantors Guarantor hereby waive waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantors Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between HoldCo Parent and/or the GuarantorsGuarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When Except as provided in Section 2(a), when pursuing any of its rights and remedies hereunder against the GuarantorsGuarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against HoldCo, Parent, Merger Sub, any Other Guarantor Parent or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from HoldCo Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of HoldCo Parent or any such other Person or any right of offset, shall not relieve the Guarantors Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party, subject to the provisions of Section 2(a). (d) To the fullest extent permitted by Law, the Guarantors Guarantor irrevocably waive waives promptness, diligence, grace, grace notice of the acceptance hereofof this Limited Guarantee and of the Guaranteed Obligations, presentment, demanddemand for payment, notice of non-performance, default, dishonor and protest protest, notice of the incurrence of any Guaranteed Obligation and any other noticenotice of any kind, in each case, to the extent not provided for herein (except for notices expressly required to be provided to HoldCo Parent and its counsel pursuant to the terms of the Merger Agreement), all defenses which that may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, effect and any right to require the marshaling of assets of any Person interested in Transactionsthe transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than valid defenses to the payment of the Guaranteed Obligations (i) that are available to Parent or Merger Sub under the Merger Agreement, (ii) in respect of a breach by the Guaranteed Party of this Limited Guarantee or (iii) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee). (e) The Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that HoldCo, Parent, Parent or Merger Sub or any Other Guarantor becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to HoldCo, Parent, Merger Subthe Guarantor, the Guarantors, any Other Guarantor or any other Person for any reason whatsoever (other than any rescissions or returned payments due to or as a result of fraud or willful misconduct of any of the Guaranteed Party or any of its AffiliatesGroup), the Guarantors Guarantor shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation Obligations as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms. (f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantors Guarantor shall have all defenses to the payment of their obligations under this Limited Guarantee that would be available to HoldCo, Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations (other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein) as well as any defenses in respect of fraud or willful misconduct of any member of the Guaranteed Party Group or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantors Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantors Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that HoldCo, Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of HoldCo, Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations. (g) The Guaranteed Party hereby agrees that to the extent Parent or Merger Sub is relieved of all or any portion of its payment obligations under the Merger Agreement, the Guarantor shall be automatically relieved of its obligations with respect to such payment obligations under this Limited Guarantee without any further actions from the parties thereto.