Common use of Nature of Guarantee Clause in Contracts

Nature of Guarantee. (a) If and to the extent required in order for the Obligations to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Article VI. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.03(a) or to reduce, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2.03(a) may be enforced only to the extent required under such laws in order for the obligations of such Guarantor under this Agreement to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other person entitled, under such laws, to enforce the provisions thereof. (b) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations or any of them, (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Subject to the terms of this Agreement, each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder. (c) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.

Nature of Guarantee. (a) If and to the extent required in order for the Obligations to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Article VI. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.03(a) or to reduce, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2.03(a) may be enforced only to the extent required under such laws in order for the obligations of such Guarantor under this Agreement to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other person entitled, under such laws, to enforce the provisions thereof. (b) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations or any of them, (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Subject to the terms of this Agreement, each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder. (c) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.,

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

Nature of Guarantee. This is a guarantee of payment and not of collection. At any time when the Indebtedness, or any portion thereof, has not been paid when due (whether by acceleration or otherwise), but subject to applicable grace and cure periods, Lender can require that Guarantors pay Lender the amounts owing under this Guaranty immediately, and Lender is not required to collect first from the Borrower, any collateral or any other person liable for the Indebtedness. No delay or stay in any acceleration of the Indebtedness, as against the Borrower, due to the application of any bankruptcy, insolvency or other law or proceeding shall be effective under this Guaranty and Guarantors agrees to pay immediately any amount of the Indebtedness that would be due and payable but for such delay or stay. Guarantors’ liability for payment of the Indebtedness shall be a primary obligation and shall be absolute and unconditional. Guarantors agree that none of the following acts, omissions or occurrences shall diminish or impair the liability of Guarantors in any respect (all of which acts, omissions or occurrences may be done or occur without notice to Guarantors): (a) If and to Any extension, modification, indulgence, compromise, settlement or variation of any of the extent required in order for terms of the Obligations to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Article VI. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.03(a) or to reduce, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2.03(a) may be enforced only to the extent required under such laws in order for the obligations of such Guarantor under this Agreement to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other person entitled, under such laws, to enforce the provisions thereofIndebtedness. (b) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment Any assignment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions transfer of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from interest in any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations or any of them, (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Subject to the terms of this Agreement, each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunderIndebtedness. (c) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on The discharge or arising out release of any defense obligations of the Borrower or any other Loan Party person now or hereafter liable on the unenforceability Indebtedness, by reason of the Obligations bankruptcy or insolvency laws or otherwise. (d) The acceptance or release by Lender of any part thereof collateral, security or other guaranty from any causea Guarantor, or the cessation from any cause of the liability of the Borrower or any other Loan Partyperson, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on or any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosuresettlement, compromise or adjust extension with respect to any such collateral, security or other guaranty. (e) The application or allocation by Lender of payments, collections or credits on the Indebtedness. (f) The creation of any new Indebtedness by the Borrower. (g) The making of a demand, or absence of demand, for payment of the Indebtedness, or giving, or failing to give, any notice of dishonor, protest, presentment or non-payment or any other notice. (h) Any failure, omission or delay on the part of the ObligationsBorrower, make Guarantors or any other accommodation person now or hereafter liable on the Indebtedness, or anyone claiming by or through any of them, to comply with any instrument or agreement relating to any of the Indebtedness. (i) To the extent permitted by law, any release or discharge, by operation of law, of Guarantors from the performance or observance of any obligation, covenant or agreement contained in this Guaranty. (j) Any merger or consolidation of the Borrower, Guarantors or any other person now or hereafter liable on the Indebtedness, into or with any other corporation or other entity, or any sale, lease or transfer of any of the assets of the Borrower or Guarantors to any other Loan Party person or exercise any entity. (k) Any other right occurrence or remedy available to them circumstance which might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any securityGuarantors.

Nature of Guarantee. (a) If This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent, Merger Sub or any other Person or whether Parent, Merger Sub or any other Person is joined in any such action or actions; provided that no action or actions may be brought against the Guarantor under this Limited Guarantee unless the Other Guarantor has fulfilled the Guaranteed Obligations (as defined in the Other Guarantee) or such action or actions have also been brought simultaneously against the Other Guarantor under the Other Guarantee (except to the extent required that the bringing of such action or actions against the Other Guarantor is prohibited or stayed by any applicable Law or Order). The Guaranteed Party shall not release the Other Guarantor from any obligations under the Other Guarantee or amend or waive any provision of the Other Guarantee unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in order for the Obligations same proportion or to be enforceable under applicable federal, state and other laws relating amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Article VI. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth contrary contained in this Section 2.03(a) Limited Guarantee or to reduceany other document, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2.03(a) may be enforced only to the extent required under such laws in order for the obligations of such the Guarantor under this Agreement to Limited Guarantee and of the Other Guarantor under the Other Guarantee shall be enforceable under such laws several and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other person entitled, under such laws, to enforce the provisions thereofnot joint. (b) Except for termination The liability of a Guarantor’s obligations hereunder the 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 or Merger Sub in connection with the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Parent or Merger Sub, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Parent, Merger Sub or any of their respective assets, other than as expressly provided and if required by Section 2(a); (ii) any amendment or modification of the Merger Agreement, or any change in Section 7.15the manner, place or terms of payment or performance of, any change or extension of the obligations time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof; (iii) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise, other than in each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including case (A) any claim of waiver, release, surrender, alteration or compromise, and shall not be subject set-off against or defense to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason the payment of the invalidityGuaranteed Obligations that may be available to Parent or Merger Sub under the Merger Agreement or (B) with respect to this Limited Guarantee, illegality or unenforceability a breach by the Guaranteed Party of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by this Limited Guarantee; (iiv) the failure of the Collateral Agent or any other Secured Guaranteed Party to assert any claim or demand or to enforce any right or remedy under against Parent, Merger Sub, the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document other Guarantor or any other agreement, including Person primarily or secondarily liable with respect to any Guaranteed Obligation, other Guarantor under this Agreementthan 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); (iiiv) the release of, or any impairment adequacy of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured means the Guaranteed Party for the Obligations or may have of obtaining repayment of any of them, the Guaranteed Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or (vvi) any other act or omission that may or might in any manner or to any extent vary the risk of any the Guarantor or otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than as a result of payment of the indefeasible payment Guaranteed Obligations in full accordance with their terms), other than in cash of all the Obligations). Subject each case with respect to (A) any claim or set-off against or defense to the terms payment of the Guaranteed Obligations that may be available to Parent or Merger Sub under the Merger Agreement or (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee; or (vii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, each the Other Guarantee, the Equity Commitment Letter, the equity commitment letter entered into between the Sponsors other than the Guarantor expressly authorizes (the Collateral Agent to take “Other Sponsor”) and hold security for the payment and performance Parent dated as of the Obligations, to exchange, waive or release any or all such security date hereof (with or without considerationthe “Other Equity Commitment Letter”), or any other agreement or instrument referred to enforce herein or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereundertherein. (c) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing any of its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against Parent, Merger Sub, the Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party, subject to the provisions of Section 2(a). (d) To the fullest extent permitted by applicable lawLaw, each the Guarantor irrevocably waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any defense based on other notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, insolvency, reorganization or arising out similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any defense of Guaranteed Obligation is rescinded or must otherwise be returned to Parent, Merger Sub, the Borrower Guarantor, the Other Guarantor or any other Loan Person for any reason whatsoever, the Guarantor shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, 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 Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or the unenforceability willful misconduct of the Obligations Guaranteed Party hereunder or any part thereof from breach by the Guaranteed Party of any causeterm hereof, and (ii) the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the cessation from Guarantor under this Limited Guarantee, any cause of the liability of the Borrower claim, set-off, deduction, defense or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one release that Parent or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available Merger Sub would be entitled to them assert against the Borrower Guaranteed Party under the terms of, or any other Loan Partywith respect to, without affecting or impairing in any way the liability Merger Agreement that would relieve each of any Guarantor hereunder except Parent and Merger Sub of its obligations under the Merger Agreement with respect to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any securityGuaranteed Obligations.

Nature of Guarantee. (a) If and to the extent required in order for the Obligations to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Article VI. Each The Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to that its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability guarantee obligations under this AgreementGuarantee and Agreement shall be construed as continuing, absolute and unconditional without regard to (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.03(a) or to reduce, or request judicial relief reducing, the amount of its liability under this Agreement, and (iiia) the limitation set forth in this Section 2.03(a) may be enforced only validity, regularity or enforceability of any Credit Documents, any of the Guaranteed Obligations or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by the extent required under such laws in order for the obligations of such Guarantor under this Agreement to be enforceable under such laws and only by Administrative Agent or for the benefit of a creditorany Secured Party, representative of creditors or bankruptcy trustee of such Guarantor or other person entitled, under such laws, to enforce the provisions thereof. (b) Except for termination any defense, set-off or counterclaim (other than a defense of a payment or performance) which may at any time be available to or be asserted by the Borrower or the Guarantor against the Administrative Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Guarantor’s ) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations (other than payment or performance), in bankruptcy or in any other instance. The Guarantor's obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder with respect to any Guaranteed Obligations shall not be subject to affected by the existence, validity, enforceability, substitution, perfection, or extent of any reduction, limitation, impairment or termination collateral for any reason, including any claim of waiver, release, surrender, alteration or compromise, and such Guaranteed Obligations. The Administrative Agent shall be entitled but shall not be obligated to file any claim relating to the Guaranteed Obligations owing to it if the Borrower becomes subject to any defense a bankruptcy, reorganization or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) similar proceeding and the failure of the Collateral Administrative Agent to so file shall not affect the Guarantor's obligations hereunder. If any payment to the Administrative Agent made by the Borrower or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including Guarantor with respect to any Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable therefor hereunder (and its obligations reinstated hereunder if previously terminated) with respect to such Guaranteed Obligations as if such payment had not been made. The Guarantor reserves the right to assert defenses that the Borrower may have under the Credit Documents to payment of any Guaranteed Obligation other Guarantor under than (i) defenses arising from the bankruptcy, insolvency, incapacity, liquidation or dissolution of the Borrower, and (ii) defenses arising out of the matters described above in this Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent Section 2.03 or any other Secured Party for the Obligations circumstance or any of them, (iv) any default, failure event that might otherwise constitute a legal or delay, wilful or otherwise, in the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a equitable discharge of any Guarantor as a matter of law guarantor or equity (other than the indefeasible payment in full in cash of all the Obligations). Subject to the terms of this Agreement, each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereundera surety generally. (c) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.

Nature of Guarantee. (a) If This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent, Merger Sub or any other Person or whether Parent, Merger Sub or any other Person is joined in any such action or actions; provided that no recovery may be obtained against the Guarantor under this Limited Guarantee unless an action or actions have also been brought against all Other Guarantors under the Other Guarantees (except to the extent required that the bringing of such action against any such Other Guarantor is prohibited or stayed by any applicable Law or Order). The Guaranteed Party shall not release any of the Other Guarantors from any obligations under such Other Guarantees or amend or waive any provision of such Other Guarantees unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in order for the Obligations same proportion or to be enforceable under applicable federal, state and other laws relating amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Article VI. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth contrary contained in this Section 2.03(a) Limited Guarantee or to reduceany other document, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2.03(a) may be enforced only to the extent required under such laws in order for the obligations of such the Guarantor under this Agreement to Limited Guarantee and of the Other Guarantors under the Other Guarantees dated as of the date hereof, shall be enforceable under such laws several and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other person entitled, under such laws, to enforce the provisions thereofnot joint. (b) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason The liability of the invalidityGuarantor under this Limited Guarantee shall, illegality to the fullest extent permitted under applicable Law, be absolute, irrevocable and unconditional, irrespective of: (i) any release or unenforceability 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 Parent or Merger Sub, any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Parent or Merger Sub, or any other Person now or hereafter interested in the transactions contemplated by the Merger Agreement, other than as and if required by Section 2(a), or any of their respective assets; (ii) any amendment or modification of the Obligations Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof; (iii) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by ; (iiv) the failure of the Collateral Agent or any other Secured Guaranteed Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document against Parent, Merger Sub or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document Guarantor or any other agreement, including Person primarily or secondarily liable with respect to any Guaranteed Obligation, other Guarantor under this Agreementthan 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); (iiiv) the release of, or any impairment adequacy of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured means the Guaranteed Party for the Obligations or may have of obtaining repayment of any of them, the Guaranteed Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or (vvi) any other act or omission that may or might in any manner or to any extent vary the risk of any the Guarantor or otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than as a result of payment of the indefeasible payment Guaranteed Obligations in full accordance with their terms); or (vii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, the Other Limited Guarantees, the Equity Commitment Letter or the equity commitment letters entered into between the Sponsors (excluding the Guarantor, collectively, the “Other Sponsors”) and the Guaranteed Party, dated as of the date hereof (collectively, the “Other Equity Commitment Letters”), or any other agreement or instrument referred to herein or therein; other than in cash each case with respect to this Limited Guarantee, a breach by the Guaranteed Party of all the Obligations). Subject this Limited Guarantee, and, notwithstanding any other provision of this Limited Guarantee to the terms of this Agreementcontrary, each the Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Obligationsmay assert, to exchangeas a defense to, waive or release or discharge of, any payment or all such security (performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Company that would relieve Parent or Merger Sub of their applicable obligations under the Merger Agreement with or without consideration), respect to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations, all without affecting the obligations of any Guarantor hereunder. (c) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing any of its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party, subject to the provisions of Section 2(a). (d) To the fullest extent permitted by applicable lawLaw, each the Guarantor irrevocably waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any defense based on other notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, insolvency, reorganization or arising out similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any defense of Guaranteed Obligation is rescinded or must otherwise be returned to Parent, Merger Sub, the Borrower Guarantor, or any other Loan Party or Person for any reason whatsoever, the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment Guarantor shall remain liable hereunder in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation accordance with the Borrower or any other Loan Party or exercise any other right or remedy available terms hereof with respect to them against the Borrower or any other Loan Partysuch Guaranteed Obligation as if such payment had not been made, without affecting or impairing so long as this Limited Guarantee has not terminated in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any securityaccordance with its terms.

Nature of Guarantee. (a) If and to the extent required in order for the Obligations to be enforceable under applicable federal, state and other laws relating to the insolvency The obligations of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Article VI. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.03(a) or to reduce, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2.03(a) may be enforced only to the extent required under such laws in order for the obligations of such Guarantor under this Agreement to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other person entitled, under such laws, to enforce the provisions thereof. (b) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability are independent of the Obligations of Tenant. A separate action may be brought or otherwiseprosecuted against Guarantor whether or not an action is brought or prosecuted against Tenant, or whether or not Tenant is joined in the action. Guarantor agrees that this Guarantee is and shall be construed as an absolute, unconditional, continuing and unlimited obligation of Guarantor without regard to and unaffected by the regularity, validity or enforceability of the Obligations and without regard to any subsequent course of conduct by Landlord, Tenant or Guarantor or any combination of them. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not in no way be discharged or impaired released, diminished or otherwise affected by (i) the failure reason of any voluntary or involuntary proceedings by or against Tenant in bankruptcy or for an arrangement or reorganization or for any other relief under any provision of the Collateral Agent Bankruptcy Act or any other Secured Party insolvency or debtor’s relief law from time to assert any claim time in effect. Guarantor shall have no right to cancel or demand or withdraw from its continuing guarantee of all Obligations. Notwithstanding the foregoing, nothing in this Guarantee shall grant to enforce the Landlord any right or remedy under of action against the provisions Guarantor unless the Landlord has given all required notices of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations or any of them, (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Subject to the terms of this Agreement, each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or default in respect of a specific default to the ObligationsTenant pursuant to the Lease and all applicable cure periods, all without affecting if any, for the obligations of any Guarantor hereunder. (cTenant to cure such default(s) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligationshave expired. The Collateral Agent and Landlord shall permit the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of Guarantor to cure the Obligations, make any other accommodation with Tenant’s default within the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except cure periods provided to the extent Tenant under the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable lawLease, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any securityif any.

Nature of Guarantee. (a) If This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent, Merger Sub or any other Person or whether Parent, Merger Sub or any other Person is joined in any such action or actions; provided that no recovery may be obtained against the Guarantor under this Limited Guarantee unless an action or actions have also been brought against all Other Guarantors under the Other Guarantees (except to the extent required that the bringing of such action against any such Other Guarantor is prohibited or stayed by any applicable Law or Order). The Guaranteed Party shall not release any of the Other Guarantors from any obligations under such Other Guarantees or amend or waive any provision of such Other Guarantees unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in order for the Obligations same proportion or to be enforceable under applicable federal, state and other laws relating amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Article VI. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth contrary contained in this Section 2.03(a) Limited Guarantee or to reduceany other document, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2.03(a) may be enforced only to the extent required under such laws in order for the obligations of such the Guarantor under this Agreement to Limited Guarantee and of the Other Guarantors under the Other Guarantees dated as of the date hereof, shall be enforceable under such laws several and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other person entitled, under such laws, to enforce the provisions thereofnot joint. (b) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason The liability of the invalidityGuarantor under this Limited Guarantee shall, illegality to the fullest extent permitted under applicable Law, be absolute, irrevocable and unconditional, irrespective of: (i) any release or unenforceability 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 Parent or Merger Sub, any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Parent or Merger Sub, or any other Person now or hereafter interested in the transactions contemplated by the Merger Agreement, other than as and if required by Section 2(a), or any of their respective assets; (ii) any amendment or modification of the Obligations Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof; (iii) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by ; (iiv) the failure of the Collateral Agent or any other Secured Guaranteed Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document against Parent, Merger Sub or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document Guarantor or any other agreement, including Person primarily or secondarily liable with respect to any Guaranteed Obligation, other Guarantor under this Agreementthan 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); (iiiv) the release of, or any impairment adequacy of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured means the Guaranteed Party for the Obligations or may have of obtaining repayment of any of them, the Guaranteed Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or (vvi) any other act or omission that may or might in any manner or to any extent vary the risk of any the Guarantor or otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than as a result of payment of the indefeasible payment Guaranteed Obligations in full accordance with their terms); or (vii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, the Other Limited Guarantees, the equity commitment letter entered into between any Sponsor (as defined in cash the Merger Agreement) and the Guaranteed Party, dated as of all the Obligationsdate hereof (collectively, the “Equity Commitment Letters”). Subject , or any other agreement or instrument referred to herein or therein; other than in each case with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee, and, notwithstanding any other provision of this Limited Guarantee to the terms of this Agreementcontrary, each the Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Obligationsmay assert, to exchangeas a defense to, waive or release or discharge of, any payment or all such security (performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Company that would relieve Parent or Merger Sub of their applicable obligations under the Merger Agreement with or without consideration), respect to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations, all without affecting the obligations of any Guarantor hereunder. (c) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing any of its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party, subject to the provisions of Section 2(a). (d) To the fullest extent permitted by applicable lawLaw, each the Guarantor irrevocably waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any defense based on other notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, insolvency, reorganization or arising out similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any defense of Guaranteed Obligation is rescinded or must otherwise be returned to Parent, Merger Sub, the Borrower Guarantor, or any other Loan Party or Person for any reason whatsoever, the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment Guarantor shall remain liable hereunder in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation accordance with the Borrower or any other Loan Party or exercise any other right or remedy available terms hereof with respect to them against the Borrower or any other Loan Partysuch Guaranteed Obligation as if such payment had not been made, without affecting or impairing so long as this Limited Guarantee has not terminated in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any securityaccordance with its terms.

Nature of Guarantee. (a) If and The Guaranteed Party shall not be obligated to the extent required in order for the Obligations to be enforceable under applicable federal, state and other laws file any claim relating to the insolvency Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of debtorsthe Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. This Limited Guaranty is an absolute, irrevocable and unconditional guaranty of payment in accordance with Section 1 hereof and not of collection, and a separate proceeding or proceedings may be brought and prosecuted against any of the Guarantors to enforce this Limited Guaranty, irrespective of whether any proceeding is brought against Parent, Merger Sub or any other Guarantor or whether Parent, Merger Sub or any other Guarantor are joined in any such proceeding or proceedings; provided, however, that in the event that multiple proceedings are brought, the maximum liability aggregate recovery in all such proceedings shall not exceed with respect to any Guarantor such Guarantor’s Maximum Guarantor Percentage of such Guarantor hereunder shall be limited Obligation. Subject to the greatest amount which can lawfully be guaranteed other provisions of this Limited Guaranty, the Guaranteed Party hereby agrees that each Guarantor may assert, as a defense to, or release or discharge of, such payment by such Guarantor under such lawsthis Limited Guaranty, after giving effect to any rights of contribution, reimbursement and subrogation arising under Article VI. Each Guarantor acknowledges and agrees that, to against an affirmative claim by the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduceGuaranteed Party, or request any judicial relief that has the effect of reducing, the amount of its liability under this AgreementAffiliates and Representatives, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.03(a) or to reduce, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2.03(a) may be enforced only to the extent required under such laws in order for the obligations of such Guarantor under this Agreement to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other person entitled, under such laws, to enforce the provisions thereof. (b) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim Person claiming by, through or demand or to enforce any right or remedy under the provisions on behalf of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations or any of them, (iv) any defaultclaim, failure release, rights, remedies, set-offs and defenses that Parent or delay, wilful or otherwise, in Merger Sub could assert with respect to the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Subject Obligation pursuant to the terms of this Agreementthe Merger Agreement or pursuant to any applicable Law in connection therewith (other than any such rights, each Guarantor expressly authorizes the Collateral Agent to take remedies, set-offs and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder. (c) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or defenses arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any causeof, due to, or as a result of, the cessation from any cause of the liability of the Borrower or any other Loan Partyinsolvency, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties maybankruptcy, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation reorganization or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any securitysimilar proceeding affecting Parent).

Nature of Guarantee. (a) If This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent, Merger Sub or any other Person or whether Parent, Merger Sub or any other Person is joined in any such action or actions; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless each of the Other Guarantors has fulfilled the Guaranteed Obligations (as defined in their respective Other Guarantees) or such action or actions have also been brought (and recovery is also obtained) simultaneously against the Other Guarantors under the Other Guarantees (except to the extent required that the bringing of such action or actions against any such Other Guarantor is prohibited or stayed by any applicable Law or Order). The Guaranteed Party shall not release any of the Other Guarantors from any obligations under their Other Guarantees or amend or waive any provision of such Other Guarantees unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in order for the Obligations same proportion or to be enforceable under applicable federal, state and other laws relating amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Article VI. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth contrary contained in this Section 2.03(a) Limited Guarantee or to reduceany other document, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2.03(a) may be enforced only to the extent required under such laws in order for the obligations of such the Guarantor under this Agreement to Limited Guarantee and of the Other Guarantors under the Other Guarantees shall be enforceable under such laws several and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other person entitled, under such laws, to enforce the provisions thereofnot joint. (b) Except as set forth in Section 2(f) and except for termination in accordance with Section 5 of a Guarantor’s obligations hereunder as expressly provided in Section 7.15this Limited Guarantee, the obligations liability of the 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 or Merger Sub in connection with the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Parent or Merger Sub, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Parent, Merger Sub or any of their respective assets, other than as and if required by Section 2(a); (ii) any amendment or modification of the Merger Agreement, or any 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 expanding the circumstances under which the Guaranteed Obligations are payable; (iii) the existence of any claim, set-off or other right that the Guarantor hereunder shall not be subject to may have at any reductiontime against Parent, limitationMerger Sub or the Guaranteed Party, impairment whether in connection with any Guaranteed Obligation or termination for any reasonotherwise, including other than in each case (A) any claim of waiver, release, surrender, alteration or compromise, and shall not be subject set-off against or defense to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason the payment of the invalidityGuaranteed Obligations that may be available to Parent or Merger Sub under the Merger Agreement or (B) with respect to this Limited Guarantee, illegality or unenforceability a breach by the Guaranteed Party of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by this Limited Guarantee; (iiv) the failure of the Collateral Agent or any other Secured Guaranteed Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwiseagainst Parent, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions ofMerger Sub, any Loan Document other Guarantor or any other agreement, including Person primarily or secondarily liable with respect to any Guaranteed Obligation, other Guarantor under this Agreementthan 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); (iiiv) the release of, or any impairment adequacy of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured means the Guaranteed Party for the Obligations or may have of obtaining repayment of any of them, the Guaranteed Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or (vvi) any other act or omission that may or might in any manner or to any extent vary the risk of any the Guarantor or otherwise operate as a discharge of any the Guarantor as a matter of law or equity (other than as a result of payment of the indefeasible payment Guaranteed Obligations in full accordance with their terms), other than in cash of all the Obligations). Subject each case with respect to (A) any claim or set-off against or defense to the terms payment of the Guaranteed Obligations that may be available to Parent or Merger Sub under the Merger Agreement or (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee; or (vii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, each the Other Guarantees, the Equity Commitment Letter, the equity commitment letters entered into between the Sponsors other than the Guarantor expressly authorizes (the Collateral Agent to take “Other Sponsors”) and hold security for the payment and performance Parent dated as of the Obligations, to exchange, waive or release any or all such security date hereof (with or without considerationthe “Other Equity Commitment Letters”), or any other agreement or instrument referred to enforce herein or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereundertherein. (c) To the fullest extent permitted by under applicable lawLaw and subject to Section 2(f) below, each the Guarantor hereby waives any defense based on and all notice of the creation, renewal, extension or arising out accrual of any defense of the Borrower Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing any of its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against Parent, Merger Sub, any Other Guarantor or any other Loan Party or Person for the unenforceability of the Guaranteed Obligations or any part thereof right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from Parent or any causesuch other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the cessation from Guarantor of any cause liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the liability of the Borrower or any other Loan Guaranteed Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. . (d) To the fullest extent permitted by applicable lawLaw and subject to Section 2(f) below, each the Guarantor irrevocably waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any defense arising out other notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement). (e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that 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 Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any such election even though such election operatesGuaranteed Obligation is rescinded or must otherwise be returned to Parent, pursuant to applicable lawMerger Sub, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower Guarantor, the Other Guarantors or any other Loan PartyPerson for any reason whatsoever, the Guarantor shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, 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 Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantor may assert, as the case may bea defense to, or release or discharge of, any securitypayment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that 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 Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

Nature of Guarantee. (a) If and The Guaranteed Party shall not be obligated to the extent required in order for the Obligations to be enforceable under applicable federal, state and other laws file any claim relating to the insolvency Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of debtorsthe Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. This Limited Guarantee is an unconditional guarantee of payment in accordance with Section 1 hereof and not of collection, and a separate proceeding or proceedings may be brought and prosecuted against any of the Guarantors to enforce this Limited Guarantee, irrespective of whether any proceeding is brought against Parent, Merger Sub or any other Guarantor or whether Parent, Merger Sub or any other Guarantor are joined in any such proceeding or proceedings; provided, however, that in the event that multiple proceedings are brought, the maximum liability aggregate recovery in respect of the Obligation in all such proceedings shall not exceed with respect to any Guarantor such Guarantor’s Maximum Guarantor Percentage of such Guarantor hereunder shall be limited Obligation. Subject to the greatest amount which can lawfully be guaranteed other provisions of this Limited Guarantee, the Guaranteed Party hereby agrees that each Guarantor may assert, as a defense to, or release or discharge of, such payment by such Guarantor under such lawsthis Limited Guarantee, after giving effect to any rights of contribution, reimbursement and subrogation arising under Article VI. Each Guarantor acknowledges and agrees that, to against an affirmative claim by the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduceGuaranteed Party, or request any judicial relief that has the effect of reducing, the amount of its liability under this AgreementAffiliates and Representatives, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.03(a) or to reduce, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2.03(a) may be enforced only to the extent required under such laws in order for the obligations of such Guarantor under this Agreement to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other person entitled, under such laws, to enforce the provisions thereof. (b) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim Person claiming by, through or demand or to enforce any right or remedy under the provisions on behalf of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations or any of them, (iv) any defaultclaim, failure release, rights, remedies, set-offs and defenses that Parent or delay, wilful or otherwise, in Merger Sub could assert with respect to the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Subject Obligation pursuant to the terms of this Agreementthe Merger Agreement or pursuant to any applicable Law in connection therewith (other than any such rights, each Guarantor expressly authorizes the Collateral Agent to take remedies, set-offs and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder. (c) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or defenses arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any causeof, due to, or as a result of, the cessation from any cause of the liability of the Borrower or any other Loan Partyinsolvency, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties maybankruptcy, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation reorganization or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any securitysimilar proceeding affecting Parent).

Nature of Guarantee. (a) If and to the extent required in order for the Obligations to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder 3.1 This Guarantee shall be limited a continuing security and the Guarantor shall remain liable hereunder until the whole of the Secured Indebtedness has been repaid in full, notwithstanding the bankruptcy, liquidation, winding-up, incapacity or any change in the constitution of the Borrower and/or the Guarantor and/or any other party or any intermediate settlement of payment or satisfaction of any part of the Secured Indebtedness or any of the Guarantor's obligations hereunder or other matter whatsoever which but for this provision might operate to release or otherwise exonerate the greatest amount which can lawfully Guarantor from his obligations hereunder. 3.2 The Guarantor shall be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement liable as principal obligor and subrogation arising under Article VI. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (merely as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2.03(a) or to reduce, or request judicial relief reducing, the amount of its liability under this Agreementsurety, and (iii) the limitation set forth in this Section 2.03(a) may be enforced only to the extent required under such laws in order for the obligations of such Guarantor under this Agreement to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other person entitled, under such laws, to enforce the provisions thereof. (b) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject discharged, reduced or affected by (a) the granting of time or indulgence, concession, compromise, consent or waiver whatsoever (including waiving any of the conditions precedent under the Loan Agreement) at any time given to the Borrower or any reductionperson; (b) the obtaining or holding by any Secured Party of any other Finance Documents or any other guarantee, security or indemnity given by other persons; (c) any amendment, modification, variation, extension (whether of maturity or otherwise), restatement (in each case, however fundamental and of whatsoever nature) or release made to the Loan Agreement, any other Finance Documents or any other guarantee or security or indemnity; (d) the illegality, invalidity or unenforceability of any obligation of the Borrower and/or other person to the Finance Documents; (e) the invalidity or irregularity in the execution of the Loan Agreement, any other Finance Documents or any other guarantee, security or indemnity given by other persons; (f) any lack of power of any person to enter into or perform any of its obligations under the Loan Agreement, any other Finance Documents or any other guarantee, security or indemnity; (g) the death, bankruptcy, insolvency, liquidation, incapacity, disability, limitation, impairment amalgamation, reconstruction or termination for any reason, including any claim change of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations or any of them, (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Subject to the terms of this Agreement, each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder. (c) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense constitution of the Borrower or any other Loan Party person; (h) the exercising or non-exercising by the unenforceability Security Agent of any powers, rights, remedies or security against the Obligations Borrower or any part thereof from other persons or otherwise under the Loan Agreement, under any causeother Finance Documents or under any other security, guarantee or indemnity; (i) any release, discharge, waiver, exercise, omission to exercise, or settlement or compromise of any rights or claims against the cessation from Borrower or any cause other persons; (j) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Borrower or any or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the liability full value of any security; (k) the release of the Borrower or any other Loan Party, other than person under the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment terms of any such security in lieu composition or arrangement with any creditor of foreclosure, compromise or adjust any part member of the ObligationsGroup; and/or (l) any act, make any other accommodation with omission or event which would or may but for the Borrower provisions of this Clause 3.2 operate to affect or any other Loan Party discharge this Guarantee or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any the Guarantor hereunder except hereunder. 3.3 This Guarantee shall be in addition to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out not a substitute of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation other guarantee or other right security or remedy indemnity now or hereafter held by or available to any Secured Party in respect of such Guarantor against the Borrower or Secured Indebtedness and the rights and remedies hereunder are cumulative and not exclusive for any other Loan Party, as the case may be, or any securityrights and remedies provided by law.