Common use of Parent Guarantee Clause in Contracts

Parent Guarantee. (a) Parent hereby fully guarantees the due, prompt and full performance, payment and discharge when due of all of the covenants, obligations, agreements and undertakings, including any payment obligations, of Purchaser under this Agreement (such obligations, the “Guaranteed Obligations”). Whenever this Agreement requires Purchaser to take any action or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwise. (b) With respect to its obligations hereunder, Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent acknowledges and agrees that its obligations under this Section 11.17 shall continue not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of law.

Parent Guarantee. (a) Section 8.18.1 Parent hereby fully guarantees unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the due, prompt due and full performance, punctual payment and discharge when due of all each obligation of Purchaser and the covenants, full and timely performance by Purchaser of its obligations, agreements and undertakingsin each case, including any payment obligations, under the provisions of Purchaser under this Agreement and the other Documents to which Purchaser is a party (such obligationscollectively, the “Guaranteed Obligations”). Whenever this Agreement requires Purchaser to take any action or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part . Section 8.18.2 This is a guarantee of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwise. (b) With respect to its obligations hereunder, Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent acknowledges and agrees that this guarantee is full and unconditional, and no release or extinguishment of Purchaser’s liabilities and obligations (other than in accordance with the terms of this Agreement or the Documents to which Purchaser is a party, as applicable), whether by decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of this guarantee. Parent hereby waives, for the benefit of Seller, (i) any right to require Seller, as a condition of payment or performance of Parent, to proceed against Purchaser or pursue any other remedies whatsoever, and (ii) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law that limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to Purchaser under this Agreement. Section 8.18.3 Seller shall not be obligated to file any claim relating to the Obligations in the event that Purchaser becomes subject to an insolvency event, and the failure of Seller to so file shall not affect Parent’s obligations hereunder. In the event that any payment to Seller in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Parent shall remain liable hereunder with respect to the Obligations as if such payment had not been made. This is an unconditional guarantee of payment and not of collectability. Section 8.18.4 Parent agrees that its obligations under this Section 11.17 hereunder shall continue remain absolute and unconditional and shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against PurchaserPurchaser (or any of its permitted assignees) or any other Person; (ii) any change in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of this Agreement (made in accordance with the terms thereof or any other than this Section 11.17agreement evidencing, as applicable)securing or otherwise executed in connection with any of the Obligations; (iii) the addition, substitution or release of Purchaser (or any of its permitted assignees) or any other Person; (iv) any change in the corporate existence, structure or ownership of PurchaserPurchaser (or any of its permitted assignees) or any other Person; (ivv) any insolvency, bankruptcy, reorganization insolvency event or other similar Proceeding proceeding affecting PurchaserPurchaser (or any of its successors or permitted assigns) or any other Person; (vvi) the existence of any claim, set-off or other right which Parent may have at any time against SellerPurchaser or Seller or any of their respective Affiliates, whether in connection with the Guaranteed Obligations or otherwise; or (vivii) the adequacy of any other means Seller may have of obtaining payment repayment of any of the Obligations; (viii) the value, genuineness, validity, regularity, illegality or performance related to the Guaranteed Obligations. enforceability of this Agreement; (dix) Notwithstanding anything herein to the contrary, Parent’s any assignment by Purchaser of its rights or obligations under this Section 11.17 shall terminate immediately Agreement and (ix) upon the Closing any defenses available to Purchaser (including payment in full or its permitted assignees), other than defenses available under this Agreement. Parent waives promptness, diligence, notice of the Estimated Purchase Price acceptance of this guarantee and of the amounts Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Obligations and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of Purchaser or any other Person interested in the transactions contemplated by Section 3.2 this Agreement, and Section 3.3) all suretyship defenses generally. Parent acknowledges that it will receive substantial direct and (ii) with respect to any Guaranteed Obligation, upon indirect benefits from the discharge transactions contemplated by this Agreement and that the waivers set forth in full this guarantee are knowingly made in contemplation of such Guaranteed Obligationbenefits. (e) Section 8.18.5 As an inducement to Seller to enter into this Agreement, Parent hereby makes the following representations and warranties, as of the Effective Date, to Seller: Parent is duly organized, a validly existing corporation and is in good standing under the laws of its the jurisdiction of its organization, and has ; the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of by Parent and have has been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of requisite corporate action; this Agreement by constitutes the other parties hereto) constitutes a legal, valid and binding agreement obligation of Parent, enforceable against Parent in accordance with its termsthe terms hereof, except as such enforcement may be limited subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights and remedies of creditors generally and the effect of general principles of equity, whether applied by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 a court of law or equity; and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action will not violate or conflict with any other agreement or instrument to which it is a party. Section 8.18.6 This guarantee shall remain in full force and do not contravene any provision of Parent’s organizational documents or any applicable Laws effect and shall be binding on Parent or and its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent permitted assigns, and shall inure to the benefit of Purchaser Seller and its successors and permitted assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially , until all of its properties the Obligations and other assets all amounts payable under this guarantee have been indefeasibly paid, observed, performed or satisfied in full, except to any Person, then, and in each such case, the extent set forth herein. The obligations of Parent shall cause such Person to assume hereunder are independent of the obligations set forth of Purchaser and a separate action or actions may be brought and prosecuted against Parent whether or not any action is brought against Purchaser and whether or not Purchaser is joined in this Section 11.17, including by operation of lawany such actions.

Parent Guarantee. (a) Parent hereby fully absolutely, unconditionally and ---------------- irrevocably guarantees the prompt payment and performance, in each case when due, prompt and full performance, payment and discharge when due of all obligations (monetary and non-monetary) of the covenants, obligations, agreements and undertakings, including any payment obligations, of Purchaser Seller under this Agreement (such obligations, the “Guaranteed Obligations”)Agreement. Whenever Parent agrees that this Agreement requires Purchaser to take any action or refrain from taking any action, such requirement guarantee is continuing in nature and shall be deemed to include an undertaking on the part of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional survive and irrevocable, and such obligations shall continue in full force notwithstanding the dissolution or liquidation of, or the insolvency or bankruptcy of, or other occurrence whatsoever affecting the liabilities and effect until the obligations of, Seller. Parent agrees that, with respect to monetary obligations of Seller, this Section 15.14 is a guarantee of performance and payment and performancenot merely of collection, as applicableand that Parent will perform said obligations without offset of any kind and without first pursuing any rights or remedies that it may have against Seller, of all regardless of the Guaranteed Obligations existence or adequacy of such rights or remedies. Parent hereby unconditionally and are not conditioned upon irrevocably waives, to the extent permitted by applicable law, (a) notice of acceptance of the guarantee and any event notice regarding the performance or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit non-performance of any other right or remedy against Purchaser through the commencement of an Action or otherwise. (b) With Seller with respect to any of its obligations hereunder, Parent expressly waives diligence, presentment, demand of (b) presentment for payment, notice of non-payment or non-performance, demand, protest, notice of protest and all notices whatsoevernotice of dishonor or default to anyone, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent acknowledges and agrees that its obligations under this Section 11.17 shall continue not be released defenses to pay or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance of perform based upon any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification obligations of any of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now hereunder not being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement obligation of Parent, Seller enforceable against Parent in accordance with its termsterms for any reason whatsoever, except as such enforcement (d) all other notices to which Parent may be limited by entitled but which may legally be waived, (e) any defense or circumstance which might otherwise constitute a legal or equitable discharge of parent and (f) all rights under any state or federal statute dealing with or affecting the Enforceability Exceptionsrights of creditors. Parent hereby represents and warrants to Purchaser Buyer that (i) it has all requisite power and authority authority, corporate or otherwise, necessary to execute, deliver and perform the obligations set forth in make this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of lawguarantee.

Parent Guarantee. (a) Parent Pinnacle Corp. hereby fully unconditionally and irrevocably guarantees to Delta the due, prompt due and full performance, payment and discharge when due punctual performance by Pinnacle of all of the covenants, Pinnacle’s obligations, agreements and undertakings, including any payment obligations, of Purchaser covenants arising under this Agreement and under each term and condition hereof (such obligationscollectively, the “Guaranteed Obligations”). Whenever this Agreement requires Purchaser If Pinnacle shall fail or be unable to take perform any action or refrain from taking any action, such requirement Obligation as and when the same shall be deemed required to include an undertaking on be performed, then Pinnacle Corp., at its sole cost and expense, shall be obligated to promptly perform or cause to be promptly performed each such Obligation in accordance with the part terms hereof and thereof. This guaranty is a guaranty of Parent payment, performance and compliance and not of collectibility and is in no way conditioned or contingent upon any attempt to cause Purchaser collect from or enforce performance or compliance by Pinnacle or upon any other event or condition whatsoever. If for any reason any payment Obligation amount shall not be paid by Pinnacle when due, Pinnacle Corp. shall immediately pay such amount to take the person entitled thereto pursuant to this Agreement, as if such action or refrain from taking amount constituted the direct and primary obligation of Pinnacle Corp. and regardless of whether any person has taken any steps to enforce any rights against such action. The Guaranteed Obligations are primaryParty to collect such amount. (b) To the fullest extent permitted under applicable law, absolutethe obligations of Pinnacle Corp. and Pinnacle hereunder shall be absolute and unconditional, unconditional shall be continuing and irrevocable, and such obligations shall continue remain in full force and effect until the final and irrevocable payment and or performance, as applicableand shall not be released, of all of the Guaranteed Obligations and are not conditioned upon discharged, affected or impaired in any event respect by: (a) any amendment, modification, or contingency cancellation of, or upon any attempt first addition or supplement to obtain payment from Purchaser under this Agreement, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwise. ; (b) With respect to its obligations hereunderany exercise, Parent expressly waives diligenceacceleration, presentmentextension, demand of paymentcompromise, protest and all notices whatsoeversettlement, all defenses which may be available non-exercise, waiver, release, or cancellation by virtue Delta of any valuationright, stayremedy, moratorium law power or privilege under or related to this Agreement or any other similar applicable Law now or hereafter in effect, guaranty of any right to require the marshalling obligations of assets of Seller, and all suretyship defenses generally. Pinnacle; (c) Parent acknowledges and agrees that its obligations under this Section 11.17 shall continue not be released the invalidity or dischargedunenforceability, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Purchaserthis Agreement; (ii) any change in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iiid) any change in the corporate existence, structure or ownership of Purchaser; (iv) either Pinnacle Corp. or Pinnacle or any insolvency, bankruptcy, reorganization or other similar Proceeding proceeding affecting Purchaser; (v) the existence either of any claim, set-off them or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwisetheir assets; or (vie) any other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the adequacy foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge of the liabilities of a guarantor or surety, or which might otherwise limit recourse against Pinnacle Corp. or Pinnacle. If acceleration of the time for the performance or payment of any means Seller may have Obligation is stayed upon the insolvency, bankruptcy or reorganization of obtaining Pinnacle, all Obligations that are subject to acceleration under the terms of this Agreement shall nonetheless be performed or payable hereunder by Pinnacle Corp. or Pinnacle, as applicable. (c) Each of Pinnacle Corp. and Pinnacle hereby specifically agrees that it shall not be necessary or required as a condition to enforcement of the obligations hereunder against it, that there be (and each of Pinnacle Corp. and Pinnacle, to the fullest extent permitted by applicable law, specifically waives) diligence, presentment, or protest of any kind whatsoever with respect to the respective guaranty by Pinnacle Corp. and Pinnacle or the Obligations; such waiver includes, without limitation: (i) presentment for payment upon Pinnacle Corp. or Pinnacle or the making of any protest; (ii) any requirement to exhaust any remedies exercisable upon a default under this Agreement or to give any notice of non-performance or non-payment; (iii) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety; or (iv) so long as any Obligation remains outstanding, any right of subrogation by virtue of any performance or payment made hereunder. Each of Pinnacle Corp. and Pinnacle agrees that any payment or performance related of the Obligations guaranteed by it hereunder or other act that tolls any statute of limitations applicable to enforcement of the Obligations shall similarly operate to toll any statute of limitations applicable to any liability of Pinnacle Corp. or Pinnacle pursuant to this Section 11.17. In addition, to the Guaranteed Obligationsfullest extent permitted by applicable law, each of Pinnacle Corp. and Pinnacle waives the benefit and advantage of any and all valuation, stay, appraisement, extension or redemption laws which, but for this provision, agreement and waiver, might be applicable to any sale made under any judgment, order or decree of any court or otherwise based on the respective guaranty of Pinnacle Corp. and Pinnacle pursuant to this Section 11.17. All waivers made by Pinnacle Corp. or Pinnacle in this Section 11.17 are intentional and made by Pinnacle Corp. or Pinnacle, as applicable, after due consideration of all the consequences thereof. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full All of the Estimated Purchase Price terms and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent conditions of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its the respective successors and assigns. In assigns of the event Parties; provided that Parent neither Pinnacle Corp. nor Pinnacle may assign, delegate or otherwise transfer any of its successors rights or assigns (i) consolidates with or merges into any other Person and is not obligations hereunder without the continuing or surviving corporation or entity prior consent of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of lawDelta.

Parent Guarantee. (a) Parent hereby unconditionally, absolutely and irrevocably guarantees, undertakes and promises to cause Seller to fully guarantees the dueand promptly pay, prompt perform and full performance, payment and discharge when due of observe all of the covenantsSeller’s obligations under, obligationswith respect to, agreements and undertakings, including any payment obligations, in connection with or otherwise arising out of Purchaser under or relating to this Agreement (such obligationscollectively, the “Guaranteed Obligations”). Whenever this Agreement requires Purchaser , whether according to take any action or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreementpresent terms hereof, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwise. (b) With respect pursuant to its obligations hereunder, Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent acknowledges and agrees that its obligations under this Section 11.17 shall continue not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the timeterms, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have covenants and conditions hereof at any time against Sellerhereafter made or granted, whether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect pursuant to any Guaranteed Obligationamendments, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organizedwaivers, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own extensions or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of renewals affecting this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assignshereby. In the event that Seller fails in any manner whatsoever to pay, perform or observe any of the Obligations, Parent will itself duly and promptly pay, perform or observe, as the case may be, such Obligations, or cause the same to be duly and promptly paid, performed or observed, in each case as if Parent were itself the Seller with respect to such Obligations. In regards to monetary obligations, Parent agrees that its guarantee under this Section 11.12 constitutes a guarantee of payment when due and not of collection. Notwithstanding anything in this Section 11.12 to the contrary, Buyer may proceed to enforce this Section 11.12 against Parent without first pursuing or exhausting any right or remedy that Buyer or any of its successors or assigns may have against Seller, any of its successors or assigns (or any Affiliates thereof) or any other Person. The obligations of Parent under this Section 11.12 shall be valid and enforceable and, to the fullest extent permitted by Applicable Law, Parent waives (i) consolidates with any direct or merges into any other Person indirect defense based on a lack of power or authority by Seller to execute, deliver or perform this Agreement and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers any other legal or conveys equitable defense available to a guarantor under Applicable Law. Any payment by Parent pursuant to this Section 11.12 will, to the extent of actual receipt by Buyer of such payment as it relates to any Obligation under this Agreement, discharge such Obligation of Seller to Buyer under this Agreement. Parent agrees that its guarantee under this Section 11.12 shall continue to be effective or be reinstated, as the case may be, if at any time full or partial payment of any Obligation is rescinded or must otherwise be restored upon the insolvency, bankruptcy or reorganization of Seller or otherwise. Parent agrees that it shall have no right of subrogation, contribution or indemnity with respect to payments made under this Section 11.12 until such time as all or substantially Obligations have been paid in full. Notwithstanding the provisions of Section 11.1, Parent agrees to pay on demand all reasonable, documented out-of-pocket fees and expenses of Buyer (including the reasonable, documented fees and expenses of its properties and other assets to any Person, then, and in each such case, counsel) for the protection or enforcement of the rights of Buyer against Parent shall cause such Person to assume the obligations set forth in under this Section 11.17, including by operation of law11.12.

Parent Guarantee. (a) Parent hereby fully absolutely, unconditionally and irrevocably guarantees to Seller the due, full and prompt and full performance, payment and discharge when due performance of all of the covenants, obligations, agreements and undertakings, including any payment obligations, of Purchaser under Buyer’s obligations set forth in this Agreement and payment of all amounts required to be paid by Buyer as set forth in this Agreement, (such obligationscollectively, the “Buyer Guaranteed Obligations”). Whenever this Agreement requires Purchaser to take any action or refrain from taking any actionThe foregoing constitutes a guarantee of payment, such requirement shall be deemed to include an undertaking on the part and not of collection. The liability of Parent hereunder is direct and unconditional, and may be enforced without requiring Seller first to cause Purchaser resort to take such action any other right, remedy, or refrain from taking such actionsecurity. The Seller agrees to give Parent written notice of any failure of Buyer to perform any of Buyer Guaranteed Obligations are primary(provided, absolutehowever, unconditional and irrevocable, and that any delay of Seller in providing such written notice shall not affect Parent’s obligations shall continue hereunder except to the extent Parent has been adversely affected or prejudiced by such delay). Other than as set forth in full force and effect until the payment and performance, as applicable, of all of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwise. (b) With respect to its obligations hereunderprevious sentence, Parent expressly hereby waives diligenceall rights of notice or demand, including without limitation presentment, demand for payment and protest of paymentany instrument, protest and notice of dishonor or nonpayment, notice of default or nonpayment by Buyer and all other notices whatsoeverto which Parent may otherwise be entitled. In addition, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and Parent waives all suretyship defenses generally. (c) Parent acknowledges and agrees that its obligations under this Section 11.17 shall continue not be released or dischargedit may have, in whole whether now or in partthe future, or otherwise affected by including without limitation: (i) the failure any lack of validity, regularity or delay on the part enforceability of Seller to assert any claim or demand or to enforce any right or remedy against Purchaserthis Section 12.17; (ii) any change in the time, manner or place or manner of payment of, or performance of in any other term of, all or any of the Buyer Guaranteed Obligations Obligations, or any rescission, waiver, compromise, consolidation or other amendment or modification of waiver of, or any consent to depart from, the terms of the terms or provisions of this Agreement (other than this Section 11.17, as applicable)Agreement; (iii) any change failure on the part of Seller to exercise, or any delay in exercising, any right under the corporate existence, structure Agreement; or ownership of Purchaser; (iv) any insolvencyother circumstance which might otherwise constitute a defense available to, bankruptcyor a discharge of, reorganization or other similar Proceeding affecting Purchaser; (v) Parent with respect to the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Buyer Guaranteed Obligations or otherwise; or (vi) the adequacy obligations of any means Parent under this Section 12.17. Parent waives notice and proof of reliance by Seller may on this Section and all of the Buyer Guaranteed Obligations shall conclusively be deemed to have of obtaining payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrarybeen created, incurred, renewed, extended, amended and/or waived in reliance upon Parent’s obligations under in this Section 11.17 shall terminate immediately (i) upon the Closing (including payment 12.17. Parent also waives any right to seek contribution, indemnification, subrogation or reimbursement from Buyer, until all of Buyer Guaranteed Obligations have been indefeasibly paid in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conductedfull. The execution, delivery and performance by Parent execution of this Agreement by and the consummation of the transactions contemplated hereby are within the corporate powers on behalf of Parent and have has been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and do will not contravene any provision of violate Parent’s organizational documents charter or by-laws or any applicable Laws binding on Parent material agreement, instrument, order, judgment or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement decree to which it is a party or by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity which it is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of lawbound.

Parent Guarantee. Centennial Cellular Operating Co. LLC, a Delaware limited liability company (a) “Parent hereby fully Guarantor”), irrevocably and unconditionally guarantees the due, prompt and full performance, payment and discharge when due of all of the covenants, obligations, agreements and undertakings, including any payment obligations, of Purchaser under this Agreement (such obligations, the “Guaranteed ObligationsParent Guarantee”). Whenever this Agreement requires Purchaser ) to take any action or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwise. (b) With respect to its obligations hereunder, Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent acknowledges and agrees that its obligations under this Section 11.17 shall continue not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser Buyer and its successors and assigns, the prompt and complete payment when due of all financial obligations of Seller to Buyer under this Agreement (“Seller Obligations”), including any indemnification payments that may become due to Buyer under this Agreement. In If any Seller Obligation shall not be paid when due, Parent Guarantor shall become liable to Buyer for such obligation and Buyer may recover from Parent Guarantor the event full amount of any such Seller Obligation payable on demand. No provision hereof shall in any manner restrict the rights and remedies of Seller or Buyer under this Agreement and the other documents executed in connection therewith. Parent Guarantor shall be liable to Buyer under this Agreement only to the extent that Seller is liable hereunder. Except if the payment of the Seller Obligations in question is still under a dispute by Seller, Parent Guarantor shall not have the right to assert as a defense to its obligations under this Guarantee any defense of any kind or nature that Seller could assert with respect to the payment of the Seller Obligations, whether or not Seller has in fact asserted any such defenses. This Parent Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Seller Obligations is rescinded or must otherwise be restored or returned by Buyer upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Seller, or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, Seller or any substantial part of its successors property, or assigns (i) consolidates with or merges into any other Person and is otherwise, all as though such payments had not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of lawbeen made.

Parent Guarantee. (a) Parent hereby fully unconditionally and irrevocably guarantees to the dueSellers, prompt each Seller Indemnified Party and their respective successors and permitted assigns the due and punctual payment in full performanceof each obligation (each, payment an "Obligation" and discharge when due of all collectively, the "Obligations") of the covenants, obligations, agreements and undertakings, including any payment obligations, of Purchaser under this Agreement (such obligationsand the Purchaser Ancillary Documents. Parent agrees that if for any reason whatsoever the Purchaser shall fail or be unable to duly, punctually and fully pay any Obligation, Parent shall unconditionally pay the “Guaranteed Obligations”)Obligation. Whenever this Agreement requires Purchaser to take any action Nothing shall discharge or refrain from taking any action, such requirement shall be deemed to include an undertaking on satisfy the part liability of Parent to cause Purchaser to take such action or refrain from taking such actionunder the guarantee contained in this Section 12.14 except the full payment of the Obligations. The Guaranteed Obligations are primary, absolute, unconditional guarantee contained in this Section 12.14 constitutes a guarantee of payment when due and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, not of all of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwisecollection. (b) With respect Subject to its Section 12.14(d), the obligations hereunder, of Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent acknowledges and agrees that its obligations under this Section 11.17 12.14 shall continue not be released subject to any reduction, limitation, impairment or dischargedtermination whatsoever by reason of the invalidity, illegality or unenforceability of any Obligation. Without limiting the generality of the foregoing, the obligations of Parent under the guarantee contained in whole this Section 12.14 shall not be discharged or in part, impaired or otherwise affected by by, (i) the failure or delay on the part of any Seller to assert any claim or demand or to enforce any right or remedy against Purchaserunder this Section 12.14; (ii) any change default, failure or delay, willful or otherwise, in the time, place payment of all or manner of payment or performance any part of any of the Guaranteed Obligations Obligation; or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change other act or omission or delay to do any other act which might in any manner or to any extent vary the corporate existencerisk of Parent or which would otherwise operate as a discharge of a guarantor as a matter of law, structure and Parent hereby waives (x) all presentments, demands for payment to the Purchaser, notices of protest for non-payment, notices of default, any other notice, any proof of reliance by any Seller upon the guarantee contained in this Section 12.14 or ownership acceptance of Purchaserthe guarantee contained herein and all other formalities; (ivy) any insolvencyrights to set-off, bankruptcyrecoupments, reorganization claims, counterclaims; and (z) any right to revoke or other similar Proceeding affecting Purchaser; terminate this guarantee. (vc) In furtherance of the existence foregoing and not in limitation of any claim, set-off or other right which Parent the Sellers may have at law or in equity against Parent by virtue of the guarantee contained in this Section 12.14, upon failure of the Purchaser to make any time against Sellerpayment pursuant to any Obligation, when and as the same shall become due whether at closing, under any provision contained in connection with the Guaranteed Obligations this Agreement, any Ancillary Document or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related to the Guaranteed Obligations, Parent shall pay such Obligation. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations contrary set forth in this Section 11.17 and 12.14, Parent shall have the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice right to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure assert as a defense to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors obligations hereunder any defense or assigns (i) consolidates with or merges exercise of rights that would be available to it had it entered into any other Person and is not the continuing or surviving corporation or entity Obligations directly in the place of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of lawPurchaser.

Parent Guarantee. (a) Seller Parent hereby unconditionally, absolutely and irrevocably guarantees, undertakes and promises to cause Seller to fully guarantees the dueand promptly pay, prompt perform and full performance, payment and discharge when due of observe all of the covenantsSeller’s obligations under, obligationswith respect to, agreements and undertakings, including any payment obligations, in connection with or otherwise arising out of Purchaser under or relating to this Agreement (such obligations, the “Guaranteed Obligations”), whether according to the present terms hereof or thereof, or pursuant to any change in the terms, covenants and conditions hereof at any time hereafter made or granted, including pursuant to any amendments, waivers, extensions or renewals affecting such agreements and the transactions contemplated hereby and thereby. Whenever this Agreement requires Purchaser In the event that Seller fails in any manner whatsoever to take pay, perform, discharge or observe any action or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of the Guaranteed Obligations Obligations, Seller Parent will itself duly and are not conditioned upon any event promptly pay, perform, discharge or contingency or upon any attempt first to obtain payment from Purchaser under this Agreementobserve, as the case may be, such Guaranteed Obligations, or pursuit cause the same to be duly and promptly paid, performed, discharged or observed, in each case as if Seller Parent were itself a direct obligor with respect to such Guaranteed Obligations. Seller Parent hereby agrees that (a) the Buyer is not obligated to first bring suit or take other action or make any demand against Seller prior to seeking enforcement of Seller Parent’s guarantee herein, and (b) Seller Parent’s obligations pursuant to this Section 12.12 shall not be compromised or altered as a result of any extension, modification or change in the time for payment or other right payment terms of this Agreement that are agreed to by Buyer and Seller. Seller Parent hereby waives any defense that the guarantee set forth herein is not enforceable or remedy against Purchaser through of no further force or legal effect as a result of any bankruptcy proceeding in which Seller is the commencement of an Action or otherwisedebtor. (b) With respect In the event that Seller Parent undergoes any merger, reorganization, consolidation, business combination, share exchange, tender offer, recapitalization, dissolution, liquidation or similar transaction of Seller Parent which is expected to its obligations hereunder(i) materially impair the ability of Seller Parent to perform under this Section 12.12 or (ii) cause Seller Parent to no longer be a Subsidiary of Ultimate Seller Parent, then prior to such transaction, Seller Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent acknowledges and agrees that shall assign its obligations under this Section 11.17 shall continue not be released or dischargedAgreement to, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of and cause its obligations under this Agreement (other than this Section 11.17to be assumed by, as applicable); (iii) another Subsidiary of Ultimate Seller Parent which has the financial capacity to perform any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, Parent’s potential obligations under this Section 11.17 shall terminate immediately (i) upon 12.12 reasonably likely to require performance from and after the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full occurrence of such Guaranteed Obligationtransaction. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of law.

Parent Guarantee. (a) Parent hereby fully guarantees the due, prompt and full performance, payment and discharge when due of all In consideration of the covenantssubstantial direct and indirect benefits derived by Parent from the transactions contemplated in this Agreement, obligationsand in order to induce Buyer to enter into this Agreement and consummate the transactions contemplated in this Agreement, agreements Parent, as principal obligor and undertakingsnot merely as surety, hereby absolutely, unconditionally and irrevocably guarantees to Buyer and the other Buyer Indemnitees the full and timely performance of Seller’s obligations (including any all indemnification and payment obligations, of Purchaser under ) incurred in connection with this Agreement or any agreement, certificate, instrument or other document required to be delivered hereunder, in each case as the same is now or may hereafter be in effect (such obligationscollectively, the “Guaranteed Seller Obligations”). Whenever Parent acknowledges and agrees that: (a) this Agreement requires Purchaser guaranty is irrevocable, absolute and unconditional, is a guaranty of performance and not merely of collection and is in no way conditioned or contingent upon any attempt to take collect from Seller; and (b) no extension, increase, modification, amendment, waiver, consent, release or extinguishment of any action of the Seller Obligations, or refrain from taking other change in any actionSeller Obligation, such requirement whether by agreement of Buyer and Seller, decree in any bankruptcy proceeding or otherwise, shall be deemed to include an undertaking on affect the part continuing validity and enforceability of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocablethis guaranty, and such obligations validity and enforceability shall continue in full force and effect until the payment and performance, not be affected by any lack of validity or enforceability of any Seller Obligation as applicable, of all a result of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit application of any bankruptcy, insolvency, moratorium or other right similar Law relating to creditors’ rights and general principles of equity to Seller. Parent hereby waives, for the benefit of Buyer and the other Buyer Indemnitees, to the fullest extent not prohibited by Law, any defenses or remedy against Purchaser through benefits that may be derived from or afforded by law that limit the commencement liability of an Action or otherwise. exonerate guarantors or sureties, including those which would otherwise require any election of remedies by Buyer and the other Buyer Indemnitees, and Parent further waives any notice (b) With respect to its obligations hereunder, Parent expressly waives diligenceincluding notice of acceptance or nonpayment), presentment, demand of paymentdemand, protest and all notices whatsoeverperformance, all defenses which may be available by virtue of any valuationprotest, stay, moratorium law suit or other similar applicable Law now action as the same pertains to Seller or hereafter in effectany of the Seller Obligations, or any right to require Buyer or any other Buyer Indemnitee to proceed against Seller or to exhaust any security held by Buyer or the marshalling other Buyer Indemnitee or to pursue any other remedy with respect to any of assets the Seller Obligations. Buyer may at any time and from time to time without notice to or consent of Seller, Parent and all suretyship defenses generally. (c) without impairing or releasing the obligations of Parent acknowledges and agrees that its obligations under this Section 11.17 shall continue not be released or dischargedguaranty, in whole or in part, or otherwise affected by (i) the failure or delay on the part of agree with Seller to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) make any change in the time, place or manner of payment or performance of any terms of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of law.

Parent Guarantee. (a) The Parent hereby fully (i) absolutely, unconditionally and irrevocably, guarantees to the dueAdministrative Agent for the ratable benefit of the Lenders and their respective successors, endorsees, transferees and assigns, the prompt and full performance, complete payment and discharge performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations and (ii)indemnifies and holds harmless each Lender from, and agrees to pay to such Lender, all reasonable costs and expenses (including reasonable counsel fees and expenses) incurred by such Lender in enforcing any of its rights under the guarantee contained in this Section 8.01. The Parent agrees that notwithstanding any stay, injunction or other prohibition preventing the payment by the Borrower of all or any portion of the covenantsSecured Obligations and notwithstanding that all or any portion of the Secured Obligations may be unenforceable or not allowable due to the existence of a bankruptcy, obligations, agreements and undertakings, including any payment obligations, of Purchaser under this Agreement (such obligations, reorganization or similar proceeding involving the “Guaranteed Obligations”). Whenever this Agreement requires Purchaser to take any action or refrain from taking any actionBorrower, such requirement Secured Obligations shall nevertheless be due and payable by the Parent for the purposes of this guarantee at the time such Secured Obligations would by payable by the Borrower under the provisions of this Agreement. Notwithstanding the foregoing, any enforcement of this guarantee with respect to the rights of any Lender shall be deemed to include an undertaking accomplished by the Administrative Agent acting on the part behalf of Parent to cause Purchaser to take such action or refrain from taking such actionLender. The Guaranteed Obligations are primary, absolute, unconditional guarantee contained in this Section 8.01 is a guarantee of payment and irrevocablenot collection, and the liability of the Parent is primary and not secondary. (b) The Parent agrees that if the maturity of the Secured Obligations is accelerated by bankruptcy or otherwise, such obligations maturity shall continue also be deemed accelerated for the purpose of this guarantee without demand or notice to the Parent. The guarantee contained in this Section 8.01 is a continuing guarantee and shall remain in full force and effect until all the payment Secured Obligations and performance, as applicable, of all the obligations of the Guaranteed Obligations Parent under the guarantee contained in this Section 8.01 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and are not conditioned upon any event or contingency or upon any attempt first the Committed Amount and Maximum Amount shall be terminated, notwithstanding that from time to obtain payment from Purchaser under time during the term of this Agreement, or pursuit of any other right or remedy against Purchaser through Agreement the commencement of an Action or otherwise. (b) With respect to its obligations hereunder, Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which Borrower may be available by virtue of free from any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generallySecured Obligations. (c) Parent acknowledges and agrees that its obligations under this Section 11.17 shall continue not be released No payment made by the Borrower, the Parent, any other guarantor or dischargedany other Person or received or collected by any Lender from the Borrower, in whole the Parent, any other guarantor or in part, or otherwise affected any other Person by (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance virtue of any of the Guaranteed Obligations action or proceeding or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have appropriation or application at any time against Seller, whether or from time to time in connection with the Guaranteed Obligations reduction of or otherwise; or (vi) the adequacy of any means Seller may have of obtaining in payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation liability of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legalhereunder which shall, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as notwithstanding any such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent payment (other than (A) any payment made by the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) Borrower or Parent in respect of the Company Disclosure Schedule, and (C) Secured Obligations or any payment received or collected from the Governmental Filings set forth on Section 4.4(c) Borrower or Parent in respect of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied withSecured Obligations), and remain liable for the Secured Obligations until, subject to Section 8.05, the Secured Obligations are paid in full in cash, no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance Letter of this Section 11.17. This Section 11.17 Credit shall be binding upon outstanding and the successors Committed Amount and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of lawMaximum Amount are terminated.

Parent Guarantee. (a) Parent hereby irrevocably, absolutely, fully and unconditionally guarantees (the due, “Parent Guarantee”) to the Buyers and their respective successors and permitted assigns the prompt and full performance, complete payment when and discharge when as due of all payment obligations of the covenants, obligations, agreements and undertakings, including any payment obligations, of Purchaser Seller hereunder or under this Agreement the Transaction Documents (such obligations, the “Guaranteed Obligations”). Whenever Notwithstanding anything to the contrary herein, the liability of Parent under this Parent Guarantee, and Buyers’ right of recovery under this Parent Guarantee, is limited to a total aggregate amount equal to the Cap, which shall be inclusive of any reasonable expenses of the Buyers of endeavoring to collect such amount or any part thereof and of enforcing this Parent Guarantee (including reasonable attorney fees and court costs); provided, however, that such expenses shall be payable by Parent only to the extent that a Buyer is successful in enforcing payment of the applicable Guaranteed Obligation under this Parent Guarantee. This Parent Guarantee shall expire on the date that is fifteen (15) months after the Closing Date, and Parent will not be liable hereunder for the Guaranteed Obligations created, incurred, contracted, or assumed after such date; provided, however, that such expiration shall not affect, in any manner, rights arising under (i) this Parent Guarantee with respect to Guaranteed Obligations that have been created, incurred, or assumed prior to the applicable termination date or (ii) the obligations of the Seller or its Affiliates under this Agreement requires Purchaser or the Transaction Documents; provided, further, however, that this Parent Guarantee shall not expire with respect to take any action claim for indemnification under this Agreement that was delivered to the Seller on or refrain from taking prior to the date that is fifteen (15) months after the Closing Date, and such claim (and the Parent’s Liability hereunder with regard thereto) shall survive until such claim is finally resolved. In the event of a default or failure by the Seller to make payment of the Guaranteed Obligations when due under this Agreement or the Transaction Documents (after any actiongrace period therefor set forth in this Agreement or the Transaction Documents), such requirement shall be deemed Buyers may, at any time thereafter, submit written notice to include an undertaking Parent describing in reasonable detail the default or failure on the part of the Seller. Upon receipt of written notice of the default or failure, for a period of ten (10) days, Parent will have the option of curing any default or failure by the Seller that is curable. If the default or failure by the Seller has not been cured by the end of such ten (10) day period, Parent shall immediately make the payment due under this Parent Guarantee to cause Purchaser the applicable Buyer by wire transfer of immediately available funds to take the account specified by such Buyer. Parent agrees that the Parent Guarantee is a primary obligation of Parent and that the Buyers may enforce the Parent Guarantee in accordance with the terms of this Section 5.13 without the necessity at any time of resorting to or exhausting any other rights, remedies, security or collateral, by law or otherwise and Parent WAIVES any right to require that any action be brought against the Seller, or refrain from taking that Buyers be required to enforce, attempt to enforce or exhaust any such actionrights or remedies against the Seller. The This is a guarantee of payment when and as due and not merely of collection. Parent agrees that this Parent Guarantee shall not be discharged except by the complete and irrevocable performance of all Guaranteed Obligations are primaryup to the Cap. Parent hereby expressly waives presentment, absolute, unconditional and irrevocableprotest, and such obligations shall continue in full force notice of protest or dishonor of any of the Guaranteed Obligations hereby guaranteed, except as specifically provided for herein. Without limiting Parent’s own defenses and effect until rights hereunder, Parent reserves to itself all rights, setoffs, counterclaims and other defenses that the Seller may have to payment and performanceof all or any portion of the Guaranteed Obligations except any legal or equitable discharge or defense arising from bankruptcy, as applicableinsolvency, dissolution or liquidation of the Seller or Parent. Upon payment of all of the Guaranteed Obligations and are not conditioned upon any event owing to the Buyers or contingency or upon any attempt first payment up to obtain payment from Purchaser under this Agreement, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwise. (b) With respect to its obligations hereunderCap, Parent expressly waives diligence, presentment, demand shall be subrogated to the rights of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require Buyers against the marshalling of assets of Seller, and all suretyship defenses generally. the Buyers agree to take, at Parent’s sole cost and expense (c) Parent acknowledges and agrees that its obligations under this Section 11.17 which shall continue not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance of any disregarded for purposes of the Guaranteed Obligations or any rescissionCap), waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 11.17, such reasonable steps as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related reasonably request to the Guaranteed Obligationsimplement such subrogation. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of law.

Parent Guarantee. (a) Parent hereby fully irrevocably and unconditionally guarantees the due, full and prompt and full performance, payment and discharge when due performance of all of the covenants, obligations, agreements Buyer’s obligations and undertakings, including any payment obligations, of Purchaser liabilities under this Agreement and the Assignment and Assumption Agreement executed in connection with the Closing (such obligationscollectively, the “Guaranteed Obligations”). Whenever In the event any of the Guaranteed Obligations shall not have been paid when due and payable or performed when required to be performed, Parent shall pay or perform such Guaranteed Obligation immediately after a demand therefor from Seller. Parent shall also be liable for the reasonable attorneys’ fees and expenses of Seller’s external counsel incurred in any effort to collect or enforce any of the Guaranteed Obligations. The guarantee contained in this Agreement requires Purchaser Section 11.20 (this “Guarantee”) is a guarantee of payment and performance, and not of collection, and Seller is not required to take proceed first against Buyer or any other Person before resorting to Parent for payment under this Guarantee. In the event that any payment to Seller in respect of the Guaranteed Obligations is rescinded or must be returned, Parent shall remain liable under this Guarantee in respect of such Guaranteed Obligations as if such payment had not been made. Parent hereby waives any circumstance that might constitute a legal or equitable discharge of a surety or guarantor, including but not limited to: (a) notice of acceptance of this Guarantee; (b) presentment and demand concerning the liabilities of Parent; (c) notice of any dishonor or default by, or disputes with, Buyer; and (d) any right to require that any action or refrain proceeding be brought against Buyer or any other Person, or to require that Seller seek enforcement of any performance against Buyer or any other Person, prior to any action against Parent under the terms of this Guarantee. Parent hereby consents to the renewal, compromise, extension, acceleration, or other modification of the terms of the Guaranteed Obligations requested or agreed to in writing by Buyer, and to any change, modification or waiver of the terms of Guaranteed Obligations requested or agreed in writing by Buyer, without in any way releasing or discharging Parent from taking any actionits obligations under this Guarantee. Parent further waives all defenses arising from (i) the bankruptcy, such requirement shall be deemed to include an undertaking insolvency, dissolution, or liquidation of Buyer and (ii) the lack of power and authority on the part of Parent Buyer to cause Purchaser to take such action or refrain from taking such actionenter into this Agreement and the Assignment and Assumption Agreement executed in connection with the Closing. The Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwise. (b) With respect to its obligations hereunder, Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent acknowledges and agrees that its obligations under this Section 11.17 shall continue not be released or discharged, in whole or in part, or otherwise affected by (i) the No failure or delay on the part of Seller to assert exercise, and no delay in exercising, any claim right, remedy or demand power under this Guarantee shall operate as a waiver thereof, nor shall any single or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance partial exercise by Seller of any right, remedy or power under this Guarantee preclude any other or future exercise of any right, remedy or power. This Guarantee shall remain in full force and effect and shall be binding on Parent and its successors and assigns until all of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any have been indefeasibly satisfied in full. Upon payment by Parent of the terms or provisions Guaranteed Obligations, so long as none of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations then due and payable remain unpaid or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related are in breach, Parent shall be subrogated to the rights of Seller against Buyer with respect to such Guaranteed Obligations. . Notice under this Guarantee shall be given to Parent at Buyer’s address in accordance with Section 11.2. Parent may not (d1) Notwithstanding anything herein to the contraryassign its rights, Parent’s benefits or obligations under this Section 11.17 shall terminate immediately Guarantee or (i2) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own amend or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene modify any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for this Guarantee, in each case without the due execution, delivery and performance prior written consent of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17Seller. This Section 11.17 shall be binding upon the successors and assigns of Parent and Guarantee shall inure to the benefit of Purchaser and Seller, its successors and assigns. In the event that Parent or any The provisions of its successors or assigns Sections 4.1, 4.2, 4.3, 4.6, 11.4, 11.6, 11.8, 11.9, 11.10, 11.14 through (iand including) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets 11.19 shall be deemed to any Person, then, and in each such case, Parent shall cause such Person apply to assume the obligations this Guarantee mutatis mutandis as if fully set forth in this Section 11.17, including by operation of law.herein. [Signature Page Follows]

Parent Guarantee. (a) To induce Buyer to enter into this Agreement, and to enter into and perform various transactions contemplated hereby, for a period of three years from the Closing Date, Parent hereby fully absolutely, unconditionally and irrevocably guarantees to Buyer and its successors and permitted assigns, the due, prompt and full performance, complete payment and discharge performance as and when due (whether at stated maturity, by acceleration or otherwise), of all existing and future obligations of Seller to Buyer under, pursuant to or in connection with Article X of this Agreement, provided that the covenants, obligations, agreements and undertakings, including any payment obligations, maximum liability of Purchaser under this Agreement Parent with respect to such guarantee shall not exceed $2,500,000 (such obligations, the “Guaranteed ObligationsAmount”), provided further that if during the three-year period following the Closing Date the payment of sums from the Escrow Amount is unavailable for immediate payment, for any reason, at the time at which a payment under an indemnity claim made pursuant to the provisions set forth in Article X of this Agreement would otherwise be required to be made pursuant to the terms of the Escrow Agreement and such circumstances have not arisen as a result of full or partial exhaustion of the Escrow Amount by previous indemnity claims of Buyer, Buyer and its successors and permitted assigns may instead pursue payment of such indemnity claim under this guarantee to the extent of the Escrow Amount that is unavailable as a result of the foregoing and in any case only up to a maximum of $7,500,000 (inclusive of the Guaranteed Amount) cumulatively for such claims under such conditions (the “Alternative Guaranteed Amount”). Whenever this Agreement requires Purchaser to take any action Buyer shall make all claims against the Guaranteed Amount or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Purchaser to take such action or refrain from taking such action. The Alternative Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performanceAmount, as applicable, of all of mutatis mutandis in accordance with the Guaranteed Obligations procedures set forth in Section 10.05. Parent’s obligations hereunder are primary and not secondary and are unconditional and shall not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit of be affected by any other right circumstance relating to the guarantee that might otherwise constitute a legal or remedy against Purchaser through equitable discharge of or defense to this guarantee (excluding the commencement of an Action or otherwise. (b) With respect to its obligations hereunder, Parent expressly waives diligence, presentment, demand defense of payment, protest which is not waived). This is a guarantee of payment and all notices whatsoever, all defenses which may be available by virtue not a guarantee of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Sellercollection, and all suretyship defenses generally. (c) Parent acknowledges and agrees that its obligations under this Section 11.17 shall continue not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Seller Buyer may resort to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of Parent for payment or performance of any of the Guaranteed Obligations guarantee owed to it whether or any rescission, waiver, compromise, consolidation or other amendment or modification of not Buyer shall have proceeded against Seller for any of the terms obligations giving rise to the guarantee and whether or provisions of this Agreement (not Buyer has pursued any other than this Section 11.17, as applicable); (iii) remedy available to it. Buyer shall not be obligated to file any change claim relating to the guarantee in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, event that Seller becomes subject to a bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) proceeding, and the existence failure of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related Buyer to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, so file shall not affect Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligationhereunder. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of law.

Parent Guarantee. To induce Seller to enter into this Agreement, which Agreement is of material benefit to Parent, Parent hereby unconditionally guarantees to Seller, as a primary obligor and not merely as a surety, the prompt and full payment and performance by Buyer of all of Buyer's obligations and liabilities under this Agreement and the other Transaction Documents in accordance with the terms hereof and thereof ("Parent Guarantee"). Parent hereby agrees that, if Buyer fails to pay and perform promptly any such obligation or liability in accordance with such terms, Parent will forthwith, upon demand, pay and perform the same. The unconditional obligation of Parent hereunder will not be affected, impaired or released by any termination or expiration hereof, or by Closing hereunder, or by any extension, waiver, amendment or other circumstance whatsoever that would affect, impair, release or constitute a defense to any obligation of a guarantor or surety (other than Buyer's full and timely performance). In connection with and to induce Seller and Stockholder to accept this Parent Guarantee and enter into this Agreement, Parent represents and warrants to Seller and Stockholder as follows: (a) Parent hereby fully guarantees the due, prompt and full performance, payment and discharge when due of all of the covenants, obligations, agreements and undertakings, including any payment obligations, of Purchaser under this Agreement (such obligations, the “Guaranteed Obligations”). Whenever this Agreement requires Purchaser to take any action or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwise. (b) With respect to its obligations hereunder, Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent acknowledges and agrees that its obligations under this Section 11.17 shall continue not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of organization, incorporation and has the all requisite corporate power and authority to own or own, lease and operate its properties and assets and to conduct its business in all material respects as it is now being currently conducted or proposed to be conducted. The execution, delivery and performance by . (b) Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, execute and deliver and perform its obligations under this Agreement and to consummate the obligations set forth in this Section 11.17 and the transactions contemplated hereby. The execution, delivery and performance of this Agreement have been duly authorized by all necessary requisite corporate action and do not contravene any provision on the part of Parent’s organizational documents . This Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except to the extent enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws now or any applicable Laws binding on Parent or its assets; hereafter in effect relating to creditors rights generally, and general principles of equity. (iic) all consents necessary for the due The execution, delivery and performance of this Agreement by Parent and the consummation of the transactions contemplated hereby (other than (Aa) the filings under the HSR Actdo not require Parent to file any notice with or obtain any consent, approval, authorization or exemption from any person or entity, including without limitation any government or governmental agency or instrumentality, (Bb) will not violate any other filing writ, injunction, decree, order, judgment, law, statute, ordinance, rule or regulation and (c) will not constitute a default or breach under any competition Law set forth on Section 4.4(c) of agreement or commitment to which the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to Parent is a party or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent by which it or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of lawmay be bound.

Parent Guarantee. (a) Parent hereby fully irrevocably and unconditionally, as primary obligor and not merely as surety, guarantees to Buyers the due, prompt full and full performance, timely payment and discharge by the Sellers when due of all any obligation of the covenants, obligations, agreements and undertakings, including any payment obligations, of Purchaser under Sellers pursuant to this Agreement (such obligations, to the “Guaranteed Obligations”). Whenever this Agreement requires Purchaser extent the same is required to take any action or refrain from taking any action, such requirement shall be deemed paid by the Sellers pursuant to include an undertaking on the part of Parent terms and subject to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional the conditions and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwiselimitations thereof. (b) With respect Parent hereby represents and warrants to its obligations hereunder, Parent expressly waives diligence, presentment, demand Buyers as of payment, protest the date hereof and all notices whatsoever, all defenses which may be available by virtue as of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally.Closing as follows: (ci) Parent acknowledges has all requisite power and agrees that authority to enter into this Agreement and to perform its obligations under this Section 11.17 shall continue not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions Agreement. The execution and delivery of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which by Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of its obligations under this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming constitutes the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement obligation of Parent, enforceable against Parent in accordance with its terms, except subject, as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents to enforcement, to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and warrants to Purchaser that (iB) it has all requisite power general principles of equity; and (ii) The execution and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized does not, and the performance by all necessary action and do not contravene Parent of its obligations under this Agreement will not, (A) conflict with, or result in any violation or breach of, any provision of Parent’s the organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR ActParent, (B) conflict with or violate any other filing under any competition Law set forth on Section 4.4(c) of applicable to the Company Disclosure ScheduleParent, and (C) the Governmental Filings set forth on Section 4.4(cresult in a violation or breach of, or constitute (with or without notice or lapse of time or both) of the Company Disclosure Schedulea default under any material contract to which Parent is a party, or (D) have been obtained and all conditions thereof have been duly complied require any material notices, reports or other filings by Parent with, and no nor any material consents by any Governmental Entity or other action Person, except for any notice, report or other filing by Parent with, or any consent by, and no notice to or filing with, any Governmental Entity is required or other Person where the failure to make such notice, report or other filing with, or obtain such consent of, such Governmental Entity or other Person would not, individually or in connection with the executionaggregate, delivery reasonably be expected to impair or delay Parent’s performance of this Section 11.17. This Section 11.17 its obligations hereunder. (c) Parent shall be binding upon the successors and assigns not assign (whether by operation of Parent and shall inure law or otherwise) its rights, interests or obligations hereunder to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person without the prior written consent of Buyers. Any attempted assignment in violation of this section shall be null and is not void; provided, that, notwithstanding anything to the continuing contrary contained in this Agreement, nothing shall restrict Parent from the sale, transfer, exchange, assignment or surviving corporation other disposition by any means of a majority of its equity securities, or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets; provided, however, in connection with any such transaction, the successor to Parent or purchaser of substantially all of Parent’s assets shall expressly assume in writing Parent’s obligations hereunder, a copy of which written assumption agreement shall be provided to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of lawBuyers.

Parent Guarantee. Section 1301 Parent Guarantee The Parent hereby unconditionally guarantees to each Holder of a Subsidiary Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Units or the obligations of the Subsidiary Issuer or the Parent hereunder or thereunder, that: (a) Parent hereby fully guarantees the principal of, premium, if any, and interest on the Subsidiary Notes will be promptly paid in full when due, prompt whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Subsidiary Notes, if any, if lawful, and all other obligations of the Subsidiary Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full performanceor performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment and discharge or renewal of any Subsidiary Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of all any amount so guaranteed or any performance so guaranteed for whatever reason, the Parent shall be obligated to pay the same immediately. The Parent agrees that this Parent Guarantee is a general unsecured senior subordinated obligation of the covenantsParent and it is a guarantee of payment and not a guarantee of collection. The Parent hereby agrees that its obligations hereunder shall be unconditional, obligationsirrespective of the validity, agreements and undertakings, including any payment obligations, regularity or enforceability of Purchaser under this Agreement (such obligationsthe Notes, the “Guaranteed Obligations”). Whenever Units or this Agreement requires Purchaser to take Indenture, the absence of any action to enforce the same, any waiver or refrain from taking consent by any actionHolder of the Subsidiary Notes with respect to any provisions hereof or thereof, such requirement shall be deemed the recovery of any judgment against the Subsidiary Issuer, any action to include an undertaking on enforce the part same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Parent to cause Purchaser to take such action or refrain from taking such actiona guarantor. The Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwise. (b) With respect to its obligations hereunder, Parent expressly hereby waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue filing of any valuation, stay, moratorium law claims with a court in the event of insolvency or other similar applicable Law now or hereafter in effectbankruptcy of the Subsidiary Issuer, any right to require a proceeding first against the marshalling Subsidiary Issuer, protest, notice and all demands whatsoever and covenants that this Parent Guarantee shall not be discharged except by complete performance of assets the obligations contained in the Subsidiary Notes, the Units and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Subsidiary Issuer, the Parent, or any custodian, trustee, liquidator or other 105 similar official acting in relation to either the Subsidiary Issuer or the Parent any amount paid by the Subsidiary Issuer or the Parent either to the Trustee or such Holder, this Parent Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Parent agrees that it shall not be entitled to any right of Sellersubrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Parent further agrees that, as between the Parent, on the one hand, and all suretyship defenses generally. the Holders and the Trustee, on the other hand, (c) Parent acknowledges and agrees that its obligations under this Section 11.17 shall continue not be released or discharged, in whole or in part, or otherwise affected by (ix) the failure maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Parent Guarantee, notwithstanding any stay, injunction or delay other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Parent for the purpose of this Parent Guarantee. Section 1302 Limitation of Parent's Liability under Parent Guarantee The Parent, and by its acceptance hereof each Holder, hereby confirm that it is the intention of all such parties that the Parent Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate the foregoing intention, the Holders and the Parent hereby irrevocably agree that the obligations of the Parent under the Parent Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities including, but not limited to, Senior Indebtedness of the Parent, result in the obligations of the Parent under its Parent Guarantee not constituting such a fraudulent conveyance or fraudulent transfer. This Section 1302 is for the benefit of the creditors of the Parent. Section 1303 Subordination of Parent Guarantee The obligations of the Parent under the Parent Guarantee pursuant to this Article Thirteen shall be subordinated in right of payment to the prior payment in full of all the obligations of the Parent under its Senior Indebtedness (including any guarantees constituting Senior Indebtedness and any Designated Senior Indebtedness of the Parent) on the part of Seller same basis as the Parent Notes are subordinated to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance of any Senior Indebtedness of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any Parent. For the purposes of the terms or provisions foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by the Parent under the Parent Guarantee only at such times as they may receive and/or retain payments in respect of the Parent Notes pursuant to this Indenture, including Article Twelve hereof. Section 1304 Defeasance of this Agreement (other than Article Thirteen The subordination of the Parent Guarantee provided by this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related Article is expressly made subject to the Guaranteed Obligations. (d) Notwithstanding provisions for defeasance or covenant defeasance in Article Fifteen hereof and, anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligationcontrary notwithstanding, upon the discharge in full effectiveness of any such Guaranteed Obligationdefeasance or covenant defeasance, the Subsidiary Notes then outstanding shall thereupon cease to be subordinated pursuant to this Article. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of law."

Parent Guarantee. (a) Parent hereby fully guarantees to Seller the due, prompt full and full performance, payment and discharge when due timely performance of all of the covenants, obligations, agreements and undertakingsobligations of Buyer under this Agreement, including any the payment obligations, obligations of Purchaser under this Agreement Buyer pursuant to Section 2.2 (such obligationscollectively, the “Guaranteed Obligations”). Whenever This is a guarantee of performance, and not merely of collection, and Parent acknowledges and agrees that this Agreement requires Purchaser guarantee is full and unconditional, and no amendment, modification, release or extinguishment of Buyer’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. Parent hereby waives, for the benefit of Seller, (a) any right to take require Seller, as a condition of performance by Parent, to proceed in any action against Buyer or refrain pursue any other remedies whatsoever and (b) to the fullest extent permitted by applicable Law, any defenses or benefits that may be derived from taking or afforded by any actionLaw that limit the liability of or exonerate guarantors or sureties, such requirement shall be deemed to include an undertaking on other than defense of performance in full of the Guaranteed Obligations. Parent will reimburse Seller for all reasonable and documented out-of-pocket costs and expenses (including court and arbitration costs and reasonable attorneys’ fees) incurred by Seller in connection with the enforcement of their rights under this Section 9.9. If all or any part of Parent any payment to cause Purchaser or for the benefit of Seller in respect of a Guaranteed Obligation is invalidated, declared to take be fraudulent or preferential or set aside and, in each such action case, required for any reason to be repaid or refrain from taking such action. The paid to a trustee, receiver or other third Person, the Guaranteed Obligations are primary, absolute, unconditional that otherwise would have been satisfied by that payment or partial payment will be revived and irrevocable, and such obligations shall will continue in full force and effect until as if that payment had not been made. Parent understands and acknowledges that Seller is relying on this guarantee and the payment representations and performance, as applicable, of all of warranties set forth in the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under immediately following sentence in entering into this Agreement, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwise. (b) With respect to its obligations hereunder, . Parent expressly waives diligence, presentment, demand of payment, protest hereby represents and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent acknowledges and agrees warrants that its obligations under this Section 11.17 shall continue not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in it has full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease execute and deliver this Agreement (solely for purposes of this Section 9.9), to carry out its assets obligations hereunder and make any payments required to conduct its business in all material respects as it is now being conducted. The executionbe made hereby, (ii) the execution and delivery and performance by Parent of this Agreement (solely for purposes of this Section 9.9), and the consummation performance by Parent of the transactions contemplated hereby are within the corporate powers of Parent and its obligations hereunder, have been duly authorized by all necessary requisite corporate action on the part of Parent. This Parent and (iii) this Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery solely for purposes of this Agreement by the other parties hereto) Section 9.9), and constitutes a legal, valid and binding agreement obligation of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents The foregoing representations and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns warranties of Parent shall survive in perpetuity and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of lawterminate.

Parent Guarantee. The Parent (ai) Parent hereby fully unconditionally guarantees the due, prompt due and full performance, punctual payment and discharge when due performance of all of the covenants, obligations, agreements Seller’s and undertakings, including any payment obligations, of Purchaser its Affiliates’ obligations and commitments under this Agreement or any related documents, and (ii) hereby further covenants to procure and cause the Seller and its Affiliates to take such obligationsactions necessary to support and duly complete the due and punctual payment and performance of the Seller’s and its Affiliates’ obligations and commitments under this Agreement and any related documents in relation to the Buyer’s exercise of its rights and remedies under this Agreement and any related documents (collectively, the (i) and (ii) this “Guaranteed ObligationsParent Guaranty”). Whenever this Agreement requires Purchaser to take any action or refrain from taking any action, such requirement shall be deemed to include This Parent Guaranty is an undertaking on the part irrevocable guaranty of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional payment and irrevocable, performance (and such obligations not just of collection) and shall continue in full force effect notwithstanding any extension or modification of the terms of this Agreement or any related document, any assumption of any such guaranteed obligations by any other party or Person or any other act or event that might otherwise operate as a legal or equitable discharge of the Parent. The Parent hereby waives all its rights to subrogation arising out of any payment or performance by The Parent under this Parent Guaranty. The obligations of the Parent hereunder shall be absolute and effect until unconditional, and shall not be affected by or contingent upon (a) the payment liquidation or dissolution of, or the merger or consolidation of the Seller or any of its Affiliates with or into any corporation or other Person, or any sale or transfer by the Seller or any of its Affiliates or all or any part of its or their property or assets, (b) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting the Seller or its Affiliates, or (c) any modification, alteration, amendment, supplement, waiver or addition of or to this Agreement or any related document. The Parent hereby waives all suretyship defenses and protest, notice of protest, demand for performance, as applicablediligence, of all of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit notice of any other right action at any time taken or remedy against Purchaser through omitted by the commencement of an Action or otherwise. (b) With respect to its obligations hereunderBuyer and, Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoevergenerally, all defenses which may be available by virtue demands and notices of any valuation, stay, moratorium law or other similar applicable Law now or hereafter every kind in effect, any right to require the marshalling of assets of Sellerconnection with this Parent Guaranty, and all suretyship defenses generally. (c) the Seller’s and its Affiliates’ obligations in this Agreement and any related documents hereby guaranteed, and which the Parent acknowledges and agrees that its obligations under this Section 11.17 may otherwise assert against the Buyer. This Parent Guaranty shall continue not to be released effective or dischargedshall be reinstated, in whole or in partas the case may be, or otherwise affected by (i) the failure or delay on the part of Seller to assert if at any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of time payment or performance of any of the Guaranteed Obligations obligations of the Seller or any rescissionof its Affiliates under this Agreement or any related document is rescinded or must otherwise be restored or returned by the Company upon the insolvency, waiver, compromise, consolidation bankruptcy or other amendment or modification of any reorganization of the terms Seller or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations its Affiliates or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full . The Parent acknowledges that each of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations waivers set forth in this Section 11.17 Parent Guaranty is made with full knowledge of its significance and consequences and under the execution, delivery circumstances the waivers are reasonable and performance not contrary to public policy. If any of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or said waivers is determined to be contrary to any applicable Laws binding on Parent law or its assets; and (ii) all consents necessary for the due executionpublic policy, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 such waivers shall be binding upon the successors and assigns of Parent and shall inure effective only to the benefit of Purchaser extent permitted and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including required by operation of applicable law.

Parent Guarantee. (a) Parent hereby fully absolutely, irrevocably and unconditionally guarantees to Seller the duedue and punctual payment, prompt and full performance, payment performance and discharge when due of all obligations of the covenants, obligations, agreements and undertakings, including any payment obligations, of Purchaser Buyer under this Agreement and the Closing Agreements (such obligationsincluding payment of the Final Purchase Price and any damages for breach arising under this Agreement and the Closing Agreements) (collectively, the “Guaranteed Obligations”). Whenever Without limiting the generality of the foregoing, this Agreement requires Purchaser guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against Parent to take enforce this guarantee, irrespective of whether any action is brought against Buyer or refrain from taking whether Buyer is joined in any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocableactions, and such obligations shall continue in full force and effect until irrespective of whether Buyer or any other Person was primarily responsible for causing the payment and performance, as applicable, of all breach of the Guaranteed Obligations. If Buyer fails to perform any of the Obligations requiring payment, in whole or in part, when such Obligation is due, Parent shall promptly pay such Obligation in lawful money of the United States and are not conditioned upon in any event or contingency or upon any attempt first to obtain within five (5) Business Days of receipt of written demand for payment from Purchaser Seller. Seller may enforce Parent’s obligations under this AgreementSection 10.20 without first suing Buyer or joining Buyer in any suit against Parent, or pursuit of enforcing any rights and remedies against Buyer, or otherwise pursuing or asserting any claims or rights against Buyer or any other right Person or remedy against Purchaser through any of its or their property which may also be liable with respect to the commencement matters for which Parent is liable under this Section 10.20 whether Buyer or any other Person was primarily responsible for causing the breach of an Action or otherwisethe Obligations of Buyer. (b) With respect to its obligations hereunder, Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent acknowledges and agrees that its obligations under this Section 11.17 hereunder shall continue not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against SellerBuyer, whether in connection with the Guaranteed Obligations or otherwise; (ii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Buyer; (viiii) the failure of Seller to assert any claim or demand or to enforce any right or remedy against Buyer; (iv) any change in the corporate existence, structure or ownership of Buyer; (v) the adequacy of any other means Seller may have of obtaining payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of any of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assetsObligations; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of law.or

Parent Guarantee. (a) Parent hereby fully irrevocably and unconditionally guarantees to Seller the due, prompt due and full performance, punctual payment and discharge when due of all performance of the covenants, obligations, agreements and undertakings, including any payment obligations, obligations of Purchaser under this Agreement Buyer hereunder (such obligations, the “Guaranteed Obligations”). Whenever this Agreement requires Purchaser If, for any reason whatsoever, Buyer fails or is unable to take duly, punctually and fully pay or perform any action or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of the Guaranteed Obligations and are not conditioned upon any event Obligations, Parent will forthwith pay or contingency or upon any attempt first to obtain payment from Purchaser under this Agreementperform, or pursuit of any other right cause to be paid or remedy against Purchaser through the commencement of an Action or otherwise. (b) With respect to its obligations hereunderperformed, such Guaranteed Obligations. Parent expressly hereby waives diligence, presentment, demand of payment, protest and all notices whatsoeverfiling objections with a court, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effectright to require proceeding first against Buyer, any right to require the marshalling prior disposition of the assets of SellerBuyer to meet its obligations, notice, protest and all demands whatsoever. This is a guarantee of payment and performance and not solely collectability, and all suretyship defenses generally. (c) Parent acknowledges and agrees that its obligations under is in no way conditioned or contingent upon any attempts to collect or upon any other condition or contingency. Notwithstanding anything to the contrary set forth in this Section 11.17 shall continue not be released or discharged12.14, in whole or in part, or otherwise affected by (i) to the failure extent that the Buyer is relieved from the Guaranteed Obligations by satisfaction thereof or delay on the part pursuant to any mutual written agreement between Buyer and Seller, Parent shall be similarly relieved of Seller such Guaranteed Obligations and (ii) Parent shall be permitted to assert any claim or demand or defenses to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance of any exercise of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any guaranty in this Section 12.14 by Seller available to Buyer in accordance with the terms and conditions of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; or (vi) for the adequacy avoidance of doubt, except for any defense arising by operation of any means Seller may have bankruptcy, insolvency, disability, dissolution, receivership, reorganization or similar law or by reason of obtaining payment lack of limited partnership, corporate or performance related other power of Buyer, lack of capacity, lack of authority or any other disability to the Guaranteed Obligationsenforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations against Buyer, or other defenses expressly waived hereby or thereby). (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (eb) Parent is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and . Parent has the requisite full corporate power and authority and has taken all corporate action necessary in order to own or lease execute, deliver and perform its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of obligations under this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of ParentAgreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes is a legal, valid and binding agreement obligation of Parent, enforceable against Parent it in accordance with its terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other Legal Requirements of general application relating to or affecting creditors’ rights and to general principles of equity. None of the Enforceability Exceptions. execution and delivery by Parent hereby represents of this Agreement, and warrants to Purchaser that the compliance with or fulfillment of the terms, conditions or provisions hereof by Parent will (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene conflict with or violate any provision of the Governing Documents of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for conflict with, breach, constitute a default (with or without the due executionlapse of time, delivery and performance the giving of this Agreement by Parent notice or both) or an event of default under any of the terms of, result in the termination of or gives rise to a right of termination, cancellation, loss of rights under, modification of any provisions of, increase in any payments or obligations pursuant to or accelerate the maturity of or creates any Encumbrance (other than (Aany Permitted Encumbrance) the filings under the HSR Acton any asset or property of Parent under, (B) any lease, License, indenture, mortgage or any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice Contract to which Parent is a party or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or by which any of its successors assets may be bound or assigns affected; or (iiii) consolidates violate any Legal Requirement to which Parent is subject or by which any of its assets may be bound or affected with or merges into any other Person and is not such exceptions, in the continuing or surviving corporation or entity case of such consolidation or merger or each of clauses (ii) transfers and (iii), as would not materially impair Parent’s ability to perform or conveys all comply with its obligations under this Agreement or substantially all to consummate the transactions contemplated hereby. (c) Parent shall not transfer or assign, in whole or in part, any of its properties and other assets obligations under this ‎Section 12.14. (d) For the avoidance of doubt, ‎Section 12.3 shall apply to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of law‎Section 12.14.

Parent Guarantee. (a) Parent hereby fully Guarantor irrevocably and unconditionally guarantees to each Holder of Debentures, and to the dueTrustee and its successors and assigns, prompt the full and full performance, punctual payment and discharge when due of all of the covenantsprincipal of and interest on the Debentures, when and as the same shall become due and payable, whether at maturity or upon redemption or acceleration or otherwise, and all other monetary obligations of the Company under the Indenture and the Debentures, including obligations to the Trustee, in each case according to the terms of the Indenture and the Debentures. Parent Xxxxxxxxx agrees that in the case of default by the Company in the payment of any such principal, interest or other obligations, agreements Parent Guarantor shall duly and undertakings, including any payment obligations, of Purchaser under this Agreement (such obligations, punctually pay the “Guaranteed Obligations”)same. Whenever this Agreement requires Purchaser to take any action or refrain from taking any action, such requirement Parent Guarantor hereby agrees that its obligations hereunder shall be deemed to include an undertaking on the part absolute and unconditional irrespective of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all any extension of the Guaranteed Obligations and are not conditioned upon time for payment of the Debentures, any event modification of the Debentures, any invalidity, irregularity or contingency unenforceability of the Debentures or upon the Indenture, any attempt first failure to obtain payment from Purchaser under this Agreementenforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by any Holder of Debentures or the Trustee, or pursuit of any other right circumstances which may otherwise constitute a legal or remedy against Purchaser through the commencement equitable discharge of an Action a surety or otherwise. (b) With respect to its obligations hereunder, guarantor. Parent expressly Guarantor hereby waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue filing of any valuation, stay, moratorium law claims with a court in the event of a merger or other similar applicable Law now or hereafter in effectbankruptcy of the Company, any right to require a demand or proceeding first against the marshalling of assets of SellerCompany, protest or notice with respect to the Debentures or the indebtedness evidenced thereby and all demands whatsoever, and all suretyship defenses generally. (c) covenants that this Parent acknowledges Guarantee will not be discharged as to any Debenture except by payment in full of the principal of, interest and agrees that its obligations under other amounts payable with respect to such Debenture pursuant to such Debenture or the Indenture. For so long as any Debentures are outstanding, Parent Guarantor will guarantee the delivery of the cash and shares of Parent Guarantor Common Stock issuable upon conversion of the Debentures pursuant to the terms of this Section 11.17 Supplemental Indenture and the Debentures. This Parent Guarantee shall continue not to be released effective or dischargedbe reinstated, as the case may be, if at any time payment on any Debenture, in whole or in part, is rescinded or must otherwise affected be restored to the Company or Parent Guarantor upon the bankruptcy, liquidation or reorganization of the Company or otherwise. Parent Guarantor shall be subrogated to all rights of the Holders against the Company in respect of any amounts paid by Parent Guarantor pursuant to the provisions of this Parent Guarantee or the Indenture; provided, however, that Parent Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related be subrogated to the Guaranteed Obligations. (d) Notwithstanding anything herein to rights of a Holder against the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) Company with respect to any Guaranteed Obligationsuch payment or otherwise to be reimbursed, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own indemnified or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement exonerated by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent Company in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions respect thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) to receive any payment in the nature of contribution or for any other reason from any other obligor with respect to such payment, in each case, until the principal of and interest on the Debentures shall have been paid in full. Any term or provision of this Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of this Parent Guarantee shall not exceed the maximum amount that can be hereby guaranteed without rendering this Parent Guarantee voidable under applicable law relating to fraudulent conveyances or fraudulent transfers or conveys all or substantially all similar laws affecting the rights of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of lawcreditors generally.

Parent Guarantee. (a) Parent hereby fully absolutely, irrevocably and unconditionally guarantees the due, prompt full and full performance, timely payment and discharge performance of the obligations of the Buyer when due of all of the covenants, obligations, agreements and undertakings, including any payment obligations, of Purchaser under this Agreement (such obligations, the “Guaranteed Obligations”). Whenever this Agreement requires Purchaser payable or required to take any action or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performanceperformed, as applicable, in accordance with this Agreement and the Other Agreements. If the Buyer fails to discharge any of all its obligations when due under this Agreement or any of the Guaranteed Obligations Other Agreements, upon written notice from the Sellers to Parent of such failure, Parent will perform and are discharge such obligations. It shall not conditioned upon be necessary for Sellers (and Parent hereby waives any event or contingency or upon any attempt rights which Parent may have to require Sellers), in order to enforce the obligations of Parent hereunder, first to obtain payment from Purchaser under this Agreement, (a) institute suit or pursuit of exhaust its remedies against the Buyer or any other right or remedy against Purchaser through the commencement of an Action or otherwise. Person, (b) With respect join the Buyer or any other Person in any action seeking to its obligations hereunder, Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of enforce this Agreement or any valuation, stay, moratorium law Other Agreement or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) resort to any other means of obtaining payment or enforcement of the obligations of the Buyer. Parent acknowledges waives notice of protest, proof of non-payment, default or breach by the Buyer. Parent agrees to each of the following, and agrees that its obligations under this Agreement and the Other Agreements as a result of this Section 11.17 11.18 shall continue not be released released, diminished, impaired, reduced or dischargedadversely affected by any of the following, in whole and waives any common law, equitable, statutory or other rights (including rights to notice except as provided above and except for notices required to be given by Sellers to the Buyer or Parent pursuant to this Agreement) which Parent might otherwise have as a result of or in part, or otherwise affected by connection with (i) the failure any renewal, extension, increase, modification, alteration or delay on the rearrangement of all or any part of Seller the obligations of the Buyer pursuant to assert this Agreement or any claim or demand or to enforce any right or remedy against Purchaser; Other Agreement, (ii) any change in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganization arrangement, adjustment, composition, liquidation, disability, dissolution, asset sale or other similar Proceeding affecting Purchaser; (v) transfer or change of structure or organization involving the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; Buyer or (viiii) any full or partial release by the adequacy of any means Seller may have of obtaining payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full Sellers of the Estimated Purchase Price and liability of the amounts contemplated by Section 3.2 and Section 3.3) and (ii) Buyer, or any part thereof, with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent Buyer or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of law.its

Parent Guarantee. (a) Parent hereby fully absolutely and unconditionally guarantees (except for any conditions contained in this Section 11.18) the due, prompt and full performance, payment and discharge performance when due of all of the covenants, obligations, agreements liabilities and undertakingsindebtedness of any kind, including any payment obligations, nature and description of Purchaser Company under this Agreement and any other agreements contemplated hereby (such obligations, the “Guaranteed Company Obligations”). Whenever this Agreement requires Purchaser to take The Company Obligations may be enforced by Buyer against Parent without any action requirement that Buyer first exercise its rights against Company. In determining when payment, performance or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part discharge of obligation by Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocableis due, and the amount thereof, Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreement. Parent’s obligations under this Section 11.18 shall continue remain in full force and effect until the payment without regard to, and performanceshall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not Parent shall have any knowledge thereof) except as applicable, of all may be expressly set forth herein. Parent hereby waives each of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwise. (b) With respect to its obligations hereunder, Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent acknowledges and agrees that its obligations under this Section 11.17 shall continue not be released or discharged, in whole or in part, or otherwise affected by following: (i) notice of acceptance of the failure Company Obligations or delay on of the part existence or creation of Seller to assert all or any claim or demand or to enforce any right or remedy against Purchaserof the Company Obligations; (ii) any change in the timepresentment, place demand, protest or manner notice of payment dishonor, nonpayment or performance of other default with respect to any of the Guaranteed Company Obligations or any rescissionand all other notices whatsoever (except for notices to be provided to Company, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of Parent and its counsel in accordance with this Agreement (other than this Section 11.17, as applicableor applicable Law); (iii) any change in the corporate existence, structure requirement that Buyer institute suit or ownership of Purchaserotherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) any insolvency, bankruptcy, reorganization or all suretyship defenses generally (other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off or other right which Parent may have at any time against Seller, whether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related than defenses to the Guaranteed Obligations. (d) Notwithstanding anything herein payment of the obligations that are available to the contrary, Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect ability to assert as a defense to any Guaranteed Obligation, upon claim any defense that would be available to Company if the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parentclaim were asserted directly against Company. This Agreement has been duly and validly executed and delivered by Parent and (Parent, and, assuming the due and valid execution and delivery of this Agreement by constitutes the valid and binding obligation of the other parties hereto) , this Section 11.18 constitutes a legal, the valid and binding agreement obligation of Parent, enforceable against Parent in accordance with its terms, except subject, as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to executeenforcement, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser Bankruptcy and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of lawEquity Exception.

Parent Guarantee. (a) Parent hereby fully absolutely, irrevocably and unconditionally guarantees to Seller the duedue and punctual payment, prompt and full performance, payment performance and discharge when due of all obligations of the covenants, obligations, agreements and undertakings, including any payment obligations, of Purchaser Buyer under this Agreement and the Closing Agreements (such obligationsincluding payment of the Final Purchase Price and any damages for breach arising under this Agreement and the Closing Agreements) (collectively, the “Guaranteed Obligations”). Whenever Without limiting the generality of the foregoing, this Agreement requires Purchaser guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against Parent to take enforce this guarantee, irrespective of whether any action is brought against Buyer or refrain from taking whether Buyer is joined in any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocableactions, and such obligations shall continue in full force and effect until irrespective of whether Buyer or any other Person was primarily responsible for causing the payment and performance, as applicable, of all breach of the Guaranteed Obligations. If Buyer fails to perform any of the Obligations requiring payment, in whole or in part, when such Obligation is due, Parent shall promptly pay such Obligation in lawful money of the United States and are not conditioned upon in any event or contingency or upon any attempt first to obtain within five (5) Business Days of receipt of written demand for payment from Purchaser Seller. Seller may enforce Parent’s obligations under this AgreementSection 10.20 without first suing Buyer or joining Buyer in any suit against Parent, or pursuit of enforcing any rights and remedies against Buyer, or otherwise pursuing or asserting any claims or rights against Buyer or any other right Person or remedy against Purchaser through any of its or their property which may also be liable with respect to the commencement matters for which Parent is liable under this Section 10.20 whether Buyer or any other Person was primarily responsible for causing the breach of an Action or otherwisethe Obligations of Buyer. (b) With respect to its obligations hereunder, Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent acknowledges and agrees that its obligations under this Section 11.17 hereunder shall continue not be released or discharged, in whole or in part, or otherwise affected by (i) the existence of any claim, set-off or other right which Parent may have at any time against Buyer, whether in connection with the Obligations or otherwise; (ii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Buyer; (iii) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against PurchaserBuyer; (iiiv) any change in the corporate existence, structure or ownership of Buyer; (v) the adequacy of any other means Seller may have of obtaining payment of any of the Obligations; or (vi) any change in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (Agreement. Parent waives promptness, diligence, notice of the acceptance of this guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other than this Section 11.17notices of any kind, as applicable); (iii) any change in right to require the corporate existencemarshalling of assets of Buyer, structure or ownership all defenses which may be available by virtue of Purchaser; (iv) any insolvencyvaluation, bankruptcystay, reorganization moratorium law or other similar Proceeding affecting Purchaser; (v) the existence of any claim, set-off law now or other right which Parent may have at any time against Seller, whether hereafter in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related to the Guaranteed Obligationseffect and all suretyship defenses generally. (dc) Notwithstanding anything herein Seller shall not be obligated to file any claim relating to the contraryObligations in the event that Buyer becomes subject to a reorganization, bankruptcy or similar proceeding, and the failure of Seller to so file shall not affect Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assignsobligations. In the event that Parent any payment to Seller in respect of an Obligation is rescinded or any of its successors or assigns (i) consolidates with or merges into any other Person must otherwise be returned, and is not the continuing or surviving corporation or entity of returned, to Buyer in connection with any such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such caseproceeding, Parent shall cause remain liable hereunder with respect to its Obligations as if such Person to assume the obligations set forth in this Section 11.17, including by operation of lawpayment had not been made.

Parent Guarantee. 10.17.1 Parent hereby irrevocably, absolutely and unconditionally guarantees (a) Parent hereby fully guarantees the duefull and punctual payment of any amount or amounts due and payable by Buyer and its Affiliates (other than Parent) under this Agreement, prompt including pursuant to Article 8, and full performance, payment under each Ancillary Agreement and discharge when due (b) the timely satisfaction and performance of all obligations of the covenants, obligations, agreements Buyer and undertakings, including any payment obligations, of Purchaser its Affiliates (other than Parent) under this Agreement and each Ancillary Agreement (such obligationscollectively, the “Guaranteed Obligations”). Whenever this Agreement requires Purchaser to take any action or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, or pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwise. (b) With respect to its obligations hereunder, Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent Xxxxx acknowledges and agrees that its obligations the guarantee described in this Section 10.17 is a primary guarantee of performance and not just of collection. Parent agrees that if Xxxxx fails to make any payment that is required to be made by Buyer under this Agreement or any Ancillary Agreement when due, such amount shall for purposes hereof and thereof be deemed due and payable by Parent upon written notice from Seller to Parent demanding payment thereof. The liability of Parent under this Section 11.17 10.17 for the Guaranteed Obligations shall continue not be released or dischargedreleased, in whole or in part, discharged or otherwise affected by by: (i) the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Purchaser; (ii) any change in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 11.17, as applicable); (iii) any change in the corporate existence, structure or ownership of Purchaser; (iv) Buyer or such Affiliates, or any insolvency, bankruptcy, reorganization or other similar Proceeding proceeding affecting Purchaser; (v) the existence Buyer, such Affiliates or their respective assets, or any resulting release or discharge of any claim, set-off obligation of Buyer or such Affiliates; or (ii) any other right which Parent may have at act or omission to act or delay of any time against kind by Seller, whether Buyer or any other Person or any other circumstance whatsoever that might, but for the provisions of this Section 10.17, constitute a legal or equitable discharge of Parent’s obligations hereunder. 10.17.2 Parent hereby waives (a) notice of acceptance of the guarantee provided in connection this Section 10.17, (b) presentment and demand of the Guaranteed Obligations, (c) notice of or proof of reliance by Parent upon this Section 10.17 and (d) any right to require that any action be brought against Buyer or any other Person with respect to the Guaranteed Obligations or otherwise; or (vi) the adequacy of prior to any means Seller may have of obtaining payment or performance related to the Guaranteed Obligationsaction against Parent under this Section 10.17. (d) Notwithstanding anything herein to the contrary, 10.17.3 Parent’s obligations under this Section 11.17 10.17 are continuing and shall terminate immediately (i) upon remain in full force and effect until the Closing (including indefeasible payment and satisfaction in full of the Estimated Purchase Price Guaranteed Obligations, shall be binding upon Parent and its successors and permitted assigns, and shall inure to the amounts contemplated by Section 3.2 benefit of, and Section 3.3) be enforceable by, Seller and (ii) with respect to any Guaranteed Obligation, upon the discharge in full of such Guaranteed Obligationits successors and permitted assigns. 10.17.4 Parent hereby represents and warrants to Seller as follows: (ea) Parent is duly a legal entity organized, validly existing and in good standing under the laws Laws of its jurisdiction of organization, Canada and (b) Parent has the requisite corporate or other entity power and authority to own or lease its assets execute and deliver this Agreement and to conduct its business in all material respects as consummate the transactions contemplated to be consummated by it is now being conductedby this Agreement. The execution, execution and delivery and performance by Parent of this Agreement by Xxxxx and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and to be consummated by it by this Agreement have been duly authorized by all the necessary action on the part corporate or other entity actions of Parent. This Agreement Parent has been duly and validly executed and delivered by Parent this Agreement and this Agreement (assuming the due and valid authorization, execution and delivery of this Agreement hereof by the each other parties heretoParty) constitutes a legal, the valid and legally binding agreement obligations of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by subject to the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has all requisite power and authority to execute, deliver and perform the obligations set forth in this Section 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Section 11.17, including by operation of law.[Signature page follows]