Common use of Seller Parent Guarantee Clause in Contracts

Seller Parent Guarantee. (a) Seller Parent hereby irrevocably, absolutely and unconditionally guarantees (x) the full and punctual payment of any amount or amounts due and payable by the Sellers under this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations contained in this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Obligations”). Upon any failure by any Seller or any of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x), Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; provided, however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Seller Parent shall remain liable hereunder with respect to the Obligations as if such payment had not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 collectibility. (c) To the fullest extent permitted by Law, Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the 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 the Sellers or any other Person interested in the transactions contemplated by this Agreement and the Ancillary Agreements, and all suretyship defenses generally.

Seller Parent Guarantee. (a) The Seller Parent hereby irrevocably, absolutely and unconditionally guarantees (x) to the Buyer the full and punctual payment of any amount or amounts due and payable by the Sellers under this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations contained in of the Seller under this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Guaranteed Obligations”). Upon any failure by any Seller or any This is a guarantee of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x)performance, Seller Parent shall forthwith on written demand and not merely of Purchaser pay the amount not so paid; provided, however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any Sellercollection, and the failure Seller Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of Purchaser the Seller’s obligations or liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this guarantee. The Seller Parent hereby waives, for the benefit of the Buyer, (i) any right to require the Buyer, as a condition of performance by the Seller Parent, to proceed in any legal action against the Seller or pursue any other remedies whatsoever and (ii) to the fullest extent permitted by applicable law, any defenses or benefits that may be derived from or afforded by any law that limits the liability of or exonerates guarantors or sureties, other than defense of performance in full of the Guaranteed Obligations. The Seller Parent will reimburse the Buyer for all reasonable and documented out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the Buyer in connection with the enforcement of its rights under this Section 10.13. If all or any part of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates for the benefit of the Buyer in respect of the Obligations a Guaranteed Obligation is rescinded invalidated, declared to be fraudulent or must otherwise be returned preferential or set aside and, in each such case, required for any reason whatsoeverto be repaid or paid to a trustee, Seller Parent shall remain liable hereunder with respect to receiver or other Person that is not the Buyer, the Guaranteed Obligations that otherwise would have been satisfied by that payment or partial payment will be revived and will continue in full force and effect as if such that payment had not been made. This is an unconditional guarantee of payment and not of collectibility. (c) To the fullest extent permitted by Law, The Seller Parent hereby expressly waives any understands and all rights or defenses arising by reason acknowledges that the Buyer is relying on this guarantee and the representations and warranties of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. the Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in Article 4 in entering into this Section 10.2 and of the 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 the Sellers or any other Person interested in the transactions contemplated by this Agreement and the Ancillary Agreements, and all suretyship defenses generallyAgreement.

Seller Parent Guarantee. (a) In consideration of the benefits to be derived from the consummation of this Agreement, Seller Parent hereby irrevocably, absolutely and unconditionally guarantees (x) the full and punctual prompt performance, payment and discharge when due, of, and shall be jointly and severally liable with Seller for, Seller’s obligations solely with respect to the True-up Covenant set forth in Article VI, and the obligations set forth in Sections 2.6 and 2.7 (collectively, the “Seller Guaranteed Obligations”); provided that Seller Parent’s obligation with respect to the Seller Guaranteed Obligations shall in no event exceed $5,000,000 (the “Guaranty Cap”). Subject to the Guaranty Cap, the Seller Guaranteed Obligations are absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of Seller Guaranteed Obligations have been satisfied (subject to the Guaranty Cap) and are not conditioned upon any amount event or amounts due and payable by the Sellers contingency or upon any attempt first to obtain payment from Seller under this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is the Transaction Documents, or pursuit of any other right or remedy against Seller through the commencement of legal proceedings or otherwise. Seller Parent acknowledges and agrees that its obligations hereunder shall continue in full force and effect, without notice from any other party or Seller or Buyer in the event the obligations of Seller or Seller Parent under this Agreement or any of the Transaction Documents are amended or in any way modified by a partywritten amendment countersigned by Seller Parent, and (y) that Seller Guaranteed Obligations shall continue and shall apply in full to such amended obligations of Seller or Seller Parent as though the timely satisfaction and performance amended terms had been part of all this Agreement or any of the Sellers’ Transaction Documents, as applicable, from the original date of execution thereof. Seller Parent waives any right (a) to require that any resort be had by Buyer against Seller for any of Seller Guaranteed Obligations or (b) to sureties or guarantors under current or future applicable Law, and their respective Affiliates’ covenantsSeller Parent agrees not to assert or take advantage of any such right. In connection with Seller Guaranteed Obligations, agreements Seller Parent hereby represents and warrants to Buyer that the value of the consideration received, and to be received, by Seller Parent in connection with the transactions contemplated under the Agreement is worth at least as much as the liabilities and obligations contained of Seller Parent under this Section 7.10(a), and that such liabilities and obligations are expected to benefit Seller Parent either directly or indirectly. (b) Seller Parent waives Seller Parent’s or other surety’s rights of subrogation, reimbursement, indemnification and contribution and other rights, benefits and defenses, if any, otherwise available to Seller Parent pursuant to California law, including, without limitation, the rights, benefits or defenses set forth in California Civil Code Sections 2787 to 2855, inclusive, 2899 or 3433 and any rights, benefits or defenses resulting from alteration, impairment or suspension in any respect or by any means of any of Seller’s obligations under this Agreement or any of Buyer’s rights or remedies under this Agreement without Seller Parent’s prior consent (subject to the Guaranty Cap set forth above). (c) Seller Parent represents and warrants that is has all requisite power and authority to execute and deliver this Agreement and each Ancillary to perform all its obligations hereunder, that the execution and delivery of this Agreement to which any and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all requisite action on the part of Seller, that this Agreement has been duly and validly executed and delivered by Seller or any Parent and constitutes a legally valid and binding obligation of their Affiliates is a partySeller Parent, enforceable against Seller Parent in accordance with its terms, in each case, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and that no consent, waiver, approval, order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Authority is required on the conditions hereunder and thereunder ((x) and (y), collectively, the “Obligations”). Upon any failure by any Seller or any part of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x), Seller Parent shall forthwith on written demand of Purchaser pay in connection with the amount not so paid; provided, however that any execution and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, delivery by Seller Parent shall remain liable hereunder with respect to of this Agreement or the Obligations as if such payment had not been made. This is an unconditional guarantee consummation of payment and not of collectibility. (c) To the fullest extent permitted by Law, Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the 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 the Sellers or any other Person interested in the transactions contemplated by this Agreement and the Ancillary Agreements, and all suretyship defenses generallyhereby or thereby.

Seller Parent Guarantee. (a) In order to induce the Buyer to enter into this Agreement, the Seller Parent hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees (x) to the Buyer, the payment in full of all amounts owed by the Seller to the Buyer and punctual payment of any amount or amounts its Affiliates when due and payable by the Sellers under this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations contained in this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a partypayable, in each casecase in accordance with the terms of this Agreement or the Ancillary Agreements. Such guarantee shall be as primary obligor and not merely as surety, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Obligations”). Upon any failure by any Seller or any of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x), Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; provided, however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Seller 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 collectibility. (c) To the fullest extent permitted by Law, collection and shall be a continuing guarantee. The Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptnessacceptance, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the Obligationspromptness, presentment, demand for payment, notice of non-payment or performance, default, dishonor and protest, notice filing of claims with a court in the event of insolvency or bankruptcy 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 effectSeller, any right to require a proceeding (or other exhaustion of remedies) first against the marshalling Seller or to join the Seller in any enforcement action or to first resort to any other means of assets obtaining payment or performance, protest, notice and all demands whatsoever. The Seller Parent agrees to pay any and all costs and expenses (including reasonable fees and disbursements of counsel) incurred by the Buyer and its Affiliates in enforcing any rights under this ‎Section 9.13. Nothing contained in this ‎Section 9.13 shall limit the Seller Parent’s ability to assert as a defense to any claim any defense that would be available to the Seller if the claim were asserted directly against the Seller. This Agreement has been duly executed and delivered by the Seller Parent, and, assuming this Agreement constitutes the valid and binding obligation of the Sellers other parties hereto, this ‎Section 9.13 constitutes the valid and binding obligation of the Seller Parent, enforceable against Seller Parent in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or any other Person interested similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in the transactions contemplated by this Agreement and the Ancillary Agreements, and all suretyship defenses generallya Proceeding in equity or at law.

Seller Parent Guarantee. 15.1 The Seller Parent as primary obligor (and not as a surety) unconditionally and irrevocably: (a) Seller Parent hereby irrevocably, absolutely and unconditionally guarantees (x) by way of continuing guarantee to the full Purchaser the due and punctual payment of any amount or amounts due and payable performance by the Sellers Seller of its obligations under or pursuant to this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations contained in this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Obligations”). Upon any failure by any Seller or any of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x), Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; provided, however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent.; (b) Purchaser and agrees that if the Seller fails to make any of its Affiliates payment when it is due under or pursuant to this Agreement, the Seller Parent shall on demand pay (or procure the payment of) that are party to any Ancillary Agreement shall not be obligated to file any claim relating amount to the Obligations Purchaser. 15.2 The Seller Parent unconditionally and irrevocably agrees to indemnify (and keep indemnified) the Purchaser on demand against any loss, liability or cost incurred by the Purchaser as a result of any obligation of the Seller referred to in Clause 15.1(a) being or becoming void, voidable or unenforceable as against the Seller. The amount of the loss, liability or cost shall be equal to the amount which the Purchaser would otherwise have been entitled to recover from the Seller. 15.3 Each payment to be made by the Seller Parent under this Clause 15 shall be made in the event that currency in which the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any relevant amount is payable by the Seller, and the failure of Purchaser shall be made in full without any set-off, restriction, condition or any of its Affiliates to so file shall not affect counterclaim. 15.4 The Seller Parent’s obligations hereunder. In under this Clause 15 shall not be affected by: (a) the event that dissolution, amalgamation, reconstruction or insolvency (including any payment inability to Purchaser or its Affiliates pay debts) of, any creditors’ voluntary arrangement in respect of or analogous proceedings, change in the Obligations is rescinded constitution or must otherwise be returned for control, merger or consolidation with any reason whatsoeverperson of, Seller Parent shall remain liable hereunder with respect the Seller; or (b) any disability, incapacity, or other impediment to the Obligations as if such payment had Seller’s capacity to contract or perform. 15.5 The Seller Parent’s obligations under this Clause 15 shall not been made. This is an unconditional guarantee of payment and not of collectibility.be affected by any matter or thing which, but for this provision, might operate to affect or prejudice those obligations, including without limitation: (a) any time, waiver, consent or indulgence granted to, or composition with, the Seller or any other person; (b) the taking, variation, renewal or release of, or neglect to perfect or enforce this Agreement or any right, guarantee, remedy or security from or against the Seller or any other person; or (c) To the fullest extent permitted by Law, Seller Parent hereby expressly waives any and all rights unenforceability or defenses arising by reason invalidity of any Law which would otherwise require obligation of the Seller, so that this Clause 15 shall be construed as if there were no such unenforceability or invalidity, provided that, nothing in this Clause 15.5 shall give rise to the Seller Parent’s obligations under this Clause 15 extending beyond the Seller’s obligations under this Agreement (as affected by any election of remedies by a Purchaser such matter or its Affiliates. thing). 15.6 Subject to Clause 13.1(a)(iii) and Clause 13.1(b), the Seller Parent waives promptness, diligence, notice any right it may have of first requiring the acceptance of Purchaser (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from the guarantee provided in Seller before claiming from the Seller Parent under this Section 10.2 and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence Clause 15. This waiver applies irrespective 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 provision of assets of the Sellers or any other Person interested in the transactions contemplated by this Agreement and the Ancillary Agreements, and all suretyship defenses generallyor other Transaction Document.

Seller Parent Guarantee. (a) Seller Parent hereby irrevocably, absolutely and unconditionally guarantees (xi) the full and punctual payment of any amount or amounts due and payable by the Sellers Seller under this Agreement, including those contained in Article 9ARTICLE VII, and under each Ancillary Agreement other Transaction Document to which any Seller or any of their respective Affiliates is a party, and (yii) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ Seller’s covenants, agreements and obligations contained in this Agreement and each Ancillary Agreement other Transaction Document to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Obligations”). Upon any failure by any Seller or any of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (xi), Seller Parent shall forthwith on written demand of Purchaser Buyer pay the amount not so paid; provided, provided however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates Seller shall also be available to Seller Parent. (b) Purchaser The obligations of Seller Parent under this Agreement shall be unconditional and any absolute and, without limiting the generality of its Affiliates that are party to any Ancillary Agreement the foregoing, shall not be obligated to file released, discharged or otherwise affected by: (i) any claim relating extension, renewal, settlement, compromise, waiver or release in respect of any obligation of Seller, by operation of Law or otherwise, unless and to the Obligations extent Buyer consents to any such extension, renewal, settlement, compromise, waiver or release; (ii) any modification or amendment of or supplement to this Agreement or any Transaction Document; (iii) any change in the event that the Sellers become subject to corporate existence, structure or ownership of Seller, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or its assets or any Affiliate resulting release or discharge of any obligation of Seller; (iv) the existence of any claim, set-off or other right which Seller Parent may have at any time against Seller; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (v) any invalidity or unenforceability of this Agreement or any document entered into in connection herewith relating to or against Seller for any reason, or any provision of any legal requirement purporting to prohibit the performance by Seller of its obligations under this Agreement or such other document; or (vi) any other act or omission to act or delay of any kind by Seller, and the failure of Purchaser Buyer or any other Person or any other circumstance whatsoever which might, but for the provisions of its Affiliates to so file shall not affect this paragraph, constitute a legal or equitable discharge of Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Seller 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 collectibility. (c) To the fullest extent permitted by LawUpon making any payment hereunder with respect to Seller, Seller Parent hereby expressly waives any and all shall be subrogated to the rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the Obligations, presentment, demand for payee against Seller with respect to such 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 the Sellers or any other Person interested in the transactions contemplated by this Agreement and the Ancillary Agreements, and all suretyship defenses generally.

Seller Parent Guarantee. (a) Seller Parent hereby irrevocably, absolutely From and unconditionally guarantees (x) after the full and punctual payment of any amount or amounts due and payable by the Sellers under this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations contained in this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Obligations”). Upon any failure by any Seller or any of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x)Closing Date, Seller Parent shall forthwith on written demand of Purchaser pay the amount Parent, as a primary obligor and not so paid; providedas surety, however that any hereby absolutely, unconditionally and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment irrevocably guarantees to Purchaser or its Affiliates in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Seller Parent shall remain liable hereunder with respect to the Obligations as if such complete and prompt payment had not been made. This is an unconditional guarantee of payment (and not of collectibility. (ccollection) To the fullest extent permitted and performance of, and compliance by Law, Seller Parent hereby expressly waives any and of all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the 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 the Sellers or any other Person interested in the transactions contemplated by Seller’s obligations under this Agreement and the Ancillary Agreements, including the payment obligations of Seller set forth in Section 3.3 and Article 9 (the Guaranteed Seller Obligations). (b) Seller Parent guarantees that the Guaranteed Seller Obligations will be satisfied strictly in accordance with the terms of this Agreement. The liabilities and obligations of Seller Parent under or in respect of this Section 13.1 are independent of any liabilities or obligations of Seller under or in respect of this Agreement, and a separate action or actions may be brought and prosecuted against Seller Parent to enforce its obligations under this Section 13.1, irrespective of whether any action is brought against Seller or whether Seller is joined in any such action or actions. (c) Seller Parent’s obligations under this Section 13.1 shall not be released or discharged by any or all of the following: (i) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Seller Obligations or any other liabilities or obligations of Seller under or in respect of this Agreement; (ii) any express amendment or modification of or supplement to this Agreement, or any assignment or transfer of any of the Guaranteed Seller Obligations; (iii) any failure on the part of Seller to perform or comply with this Agreement; (iv) any waiver, consent, change, extension, indulgence or other action or any action or inaction under or in respect of this Agreement; (v) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar Proceeding with respect to Seller Parent or Seller or their respective properties, or any action taken by any trustee or receiver or by any court in any such Proceeding, subject, as to enforceability, to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfer or similar laws relating to or affecting creditors’ rights generally and to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); or (vi) any change in the name or ownership of Seller or any other person referred to herein. (d) Seller Parent hereby waives (i) notice of acceptance of this guarantee, (ii) presentment and demand concerning the liabilities of Seller Parent and (iii) any right to require that any action be brought against Seller or any other person, or to require that Purchaser seek enforcement of any performance against Seller or any other person prior to any action against Seller Parent under the terms hereof. (e) Except as to applicable statutes of limitation, no delay of Purchaser in the exercise of, or failure to exercise, any rights under this Section 13.1 shall operate as a waiver of such rights, a waiver of any other rights, or a release of Seller Parent from any obligations hereunder. (f) Seller Parent hereby warrants to Seller as follows: (i) Seller Parent is validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to execute, deliver and perform its obligations under this Agreement, other than such franchises, licenses, permits, authorizations and approvals the lack of which would not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder. (ii) Seller Parent has the requisite power and authority to execute this Agreement and has taken all action required by its organizational documents to authorize the execution and delivery of this Agreement. (iii) Seller Parent has duly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject, as to enforceability, to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfer or similar laws relating to or affecting creditors’ rights generally and to the effect of general principles of equity and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) The execution and delivery by Seller Parent of this Agreement do not conflict with or result in any breach of or constitute a default under, or result in the creation of any Lien upon any of the properties or assets of Seller Parent under, any provision of (A) the organizational documents of Seller Parent, (B) any Contract to which Seller Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (C) any Judgment or applicable Law applicable to Seller Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (B) and (C) above, any such items that would not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder. (g) This Section 13.1 shall remain in full force and effect until all of the Guaranteed Seller Obligations are fully and finally performed. For the avoidance of doubt, the obligation and liability of Seller Parent, as a primary obligor and not as surety, under this Section 13.1 is specifically limited to payment (and not of collection) and performance of the Guaranteed Seller Obligations required to be made by Seller under this Agreement and the Ancillary Agreements, subject to any and all suretyship defenses generallyrights, limitations, qualifications and other defenses, solely to the extent that each of the foregoing are available to Seller under this Agreement or the Ancillary Agreements, as the case may be.

Seller Parent Guarantee. 22.1 The Seller Parent as primary obligor (and not as a surety) unconditionally and irrevocably: (a) Seller Parent hereby irrevocably, absolutely guarantees by way of continuing guarantee to the Purchaser the due and unconditionally guarantees punctual performance by: (xi) the full and punctual payment Seller of any amount its obligations under or amounts due and payable by the Sellers under pursuant to this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and ; and (yii) the timely satisfaction and performance Company of all of the Sellers’ and their respective Affiliates’ covenants, agreements and its obligations contained in this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject prior to the conditions hereunder and thereunder ((x) and (y), collectively, the “Obligations”). Upon any failure by any Seller Separation Effective Time under or any of their respective Affiliates pursuant to pay punctually any such amount referred to in the foregoing clause (x), Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; provided, however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent.this Agreement; (b) Purchaser and agrees that if the Seller fails to make any of its Affiliates payment when it is due under or pursuant to this Agreement, the Seller Parent shall on demand pay (or procure the payment of) that are party to any Ancillary Agreement shall not be obligated to file any claim relating amount to the Obligations Purchaser. 22.2 Each payment to be made by the Seller Parent under this Clause 22 shall be made in the event that currency in which the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any relevant amount is payable by the Seller, and the failure of Purchaser shall be made in full without any set-off, restriction, condition or any of its Affiliates to so file shall not affect counterclaim. 22.3 The Seller Parent’s obligations hereunder. In under this Clause 22 shall not be affected by: (a) the event that dissolution, amalgamation, reconstruction or insolvency (including any payment inability to Purchaser pay debts) of, or its Affiliates any creditors’ voluntary arrangement in respect of of, the Obligations is rescinded Seller or must otherwise be returned for the Company; or (b) any reason whatsoeverdisability, Seller Parent shall remain liable hereunder with respect incapacity, or other impediment to the Obligations as if such payment had Seller’s or the Company’s capacity to contract or perform. 22.4 The Seller Parent’s obligations under this Clause 22 shall not been made. This is an unconditional guarantee of payment and not of collectibility.be affected by any matter or thing which, but for this provision, might operate to affect or prejudice those obligations, including without limitation: (a) any time, waiver, consent or indulgence granted to, or composition with, the Seller, the Company or any other person; (b) the taking, variation, renewal or release of, or neglect to perfect or enforce this Agreement or any right, guarantee, remedy or security from or against the Seller, the Company or any other person; or (c) To the fullest extent permitted by Law, Seller Parent hereby expressly waives any and all rights unenforceability or defenses arising by reason invalidity of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice obligation of the acceptance of Seller, the guarantee Company so that this Clause 22 shall be construed as if there were no such unenforceability or invalidity, provided that, nothing in this Section 10.2 and of Clause 22.4 shall give rise to the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of Seller Parent’s obligations under this Clause 22 extending beyond 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 the Sellers or any other Person interested in the transactions contemplated by Seller’s obligations under this Agreement and the Ancillary Agreements, and all suretyship defenses generally(as affected by any such matter or thing).

Seller Parent Guarantee. (a) Seller Parent hereby irrevocablyabsolutely, absolutely irrevocably and unconditionally guarantees (x) to Buyer, on the terms and conditions set forth in this Section 11.15(a), the full and punctual payment by Seller when due of any obligation of Seller to pay any amount or amounts due to Buyer Tax Indemnified Parties or Buyer Indemnitees pursuant to Section 9.1(a) and payable Article 10, as applicable, to the extent the same is required to be paid by Seller pursuant to the Sellers under this Agreement, including those contained in Article 9, terms and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations contained in this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder limitations thereof ((x) and (y), collectively, the “Obligations”). Upon any failure by any Notwithstanding anything to the contrary contained herein, Buyer acknowledges and agrees on behalf of itself and each Buyer Tax Indemnified Party and Buyer Indemnitee that (i) to the extent Seller or is relieved of any of their respective Affiliates the Obligations for any reason (including pursuant to pay punctually any such amount referred to in the foregoing clause limitation (x)) arising out of the terms and conditions of Section 10.1 or Section 10.4 or (y) based upon the Per Claim Threshold, the Indemnification Deductible or the Indemnity Cap) Seller Parent shall forthwith on written demand be similarly relieved of Purchaser pay the amount not so paid; providedsuch Obligations for all purposes hereunder, however and (ii) Seller Parent may assert, as a defense to, or release or discharge of, any payment or performance by Seller Parent hereunder, any claim, set-off, deduction, defense or release that Seller could assert against Buyer, any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller Buyer Tax Indemnified Party or any Affiliate Buyer Indemnitee, in each case, under the terms of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Seller 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 collectibilitythis Agreement. (c) To the fullest extent permitted by Law, Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the 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 the Sellers or any other Person interested in the transactions contemplated by this Agreement and the Ancillary Agreements, and all suretyship defenses generally.

Seller Parent Guarantee. (a) Seller Parent hereby irrevocably, absolutely and unconditionally guarantees (x) the full and punctual payment of except for any amount or amounts due and payable by the Sellers under this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations conditions contained in this Section 11.17) the payment and performance when due of all obligations, liabilities and indebtedness of any kind, nature and description of Seller under this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder other agreements contemplated hereby ((x) and (y), collectively, the “Seller Obligations”). Upon The Seller Obligations may be enforced by Buyer against Seller Parent without any failure requirement that Buyer first exercise its rights against Seller. In determining when payment, performance or discharge of obligation by any Seller or any of their respective Affiliates to pay punctually any such Parent is due, and the amount referred to in the foregoing clause (x)thereof, Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; provided, however that may assert any and all defenses or counterclaims available limitations to the Sellers such payment, performance or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser discharge, and any of its Affiliates rights, remedies, counterclaims, reductions and setoffs that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization Seller Parent or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect may have under this Agreement. Seller Parent’s obligations hereunder. In the event that under this Section 11.17 shall remain in full force and effect without regard to, and shall not be released, discharged, or in any payment to Purchaser way affected by, any circumstance or its Affiliates in respect of the Obligations is rescinded condition whatsoever (whether or must otherwise be returned for any reason whatsoever, not Seller Parent shall remain liable hereunder have any knowledge thereof) except as may be expressly set forth herein. Seller Parent hereby waives each of the following: (i) notice of acceptance of the Seller Obligations or of the existence or creation of all or any of the Seller Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to the Obligations as if such payment had not been made. This is an unconditional guarantee of payment and not of collectibility. (c) To the fullest extent permitted by Law, Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Seller Obligations and all other notices of whatsoever (except for notices to be provided to Seller, Seller Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law requirement that Buyer institute suit or other similar Law now otherwise exhaust its rights or hereafter in effect, any right to require the marshalling of assets of the Sellers remedies against Seller or against any other Person interested in the transactions contemplated by this Agreement prior to enforcing any rights they have hereunder or otherwise against Seller Parent; and the Ancillary Agreements, and (iv) all suretyship defenses generallygenerally (other than defenses to the payment of the obligations that are available to Seller Parent or Seller under this Agreement). Nothing contained in this Section 11.17 shall limit Seller Parent’s ability to assert as a defense to any claim any defense that would be available to Seller if the claim were asserted directly against Seller. This Agreement has been duly executed and delivered by Seller Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.17 constitutes the valid and binding obligation of Seller Parent, enforceable against Seller Parent in accordance with its terms, subject, as to enforcement, to the Enforceability Limitations.

Seller Parent Guarantee. (a) As consideration for the benefits that Seller Parent will receive as a result of Purchaser executing this Agreement, and to induce Purchaser to enter into this Agreement, Seller Parent hereby irrevocably, absolutely and unconditionally guarantees (x) to Purchaser the full due and punctual payment in full by Seller of any amount or amounts indemnification obligations required under this Agreement as and when due and payable by the Sellers under this Agreement, including those contained in pursuant to Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and IX (y) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations contained in this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Seller Guaranteed Obligations”). Upon any failure by any Seller or any of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x), Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; provided, however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent. (b) Seller Parent represents and warrants to Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any guarantee by Seller Parent hereunder constitutes the legal, valid and binding agreement of Seller Parent enforceable against Seller Parent in accordance with the terms of this Section 10.04, except as enforcement may be limited by bankruptcy, insolvency, bankruptcyreorganization, reorganization moratorium or other similar proceeding Laws affecting a creditors’ rights generally and by general equity principles. Seller or any Affiliate Parent further represents and warrants that it is the legal and beneficial owner of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect all of the Obligations outstanding equity of Seller. (c) The guarantee provided by this Section 10.04 is rescinded or must otherwise be returned for any reason whatsoever, Seller Parent shall remain liable hereunder with respect to the Obligations as if such payment had not been made. This is an unconditional a guarantee of payment and not of collectibility. (c) To collection. Other than any and all defenses available to be raised by Seller under this Agreement or any Ancillary Agreement in respect of the fullest extent permitted by LawSeller Guaranteed Obligations, Seller Parent hereby waives and agrees not to assert any defense, setoff (excluding any right to setoff expressly waives contemplated hereunder), counterclaim or any other circumstance that otherwise might constitute a legal or equitable discharge of Seller whether arising in connection with or in respect of any of the following or otherwise, hereby agrees that its obligations under this guarantee are primary, irrevocable, absolute and unconditional and shall not be discharged other than by complete payment and further agrees that, other than any and all rights defenses available to be raised by Seller under this Agreement or defenses arising by reason any Ancillary Agreement in respect of the Seller Guaranteed Obligations. (d) In the event of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in proceeding involving this Section 10.2 and 10.04, the prevailing party shall be entitled to recover its reasonable out of the Obligationspocket expenses, 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 including reasonable attorneys’ fees incurred in effect, any right to require the marshalling of assets of the Sellers or any other Person interested in the transactions contemplated by this Agreement and the Ancillary Agreements, and all suretyship defenses generallyconnection with such proceeding.

Seller Parent Guarantee. (a) In consideration of Purchaser entering into this Agreement, Seller Parent hereby irrevocably, absolutely irrevocably and unconditionally guarantees (x) to Purchaser and its Designated Affiliates the full due and punctual performance and observance of the obligations (which shall include without limitation all payment obligations and performance of all covenants, agreements and all obligations in respect of representations, warranties and indemnities) of Seller and each of the Selling Entities pursuant to this Agreement and any of the Transaction Documents to which any of them are a party. It is agreed that Seller Parent is entering into this Agreement solely for the purposes of giving the guarantee in this Section 11.17 and the limited representations and warranties set forth in Sections 3.1, 3.2(a) and 3.3. The obligations of Seller Parent shall not be affected by any waiver granted to the Seller or its Affiliates, by amendment, variation or supplement to this Agreement or the Transaction Documents or by the unenforceability or invalidity of any amount obligations of the Seller or amounts its Affiliates under this Agreement or the Transaction Documents by reason of any disability or incapacity or lack of due execution or due authorization (it being agreed that in such circumstances Seller Parent shall have the same liability as if such obligations of the Seller and payable by the Sellers its Affiliates had been valid and enforceable).The obligations of Seller Parent under this Agreement shall be deemed satisfied and discharged, and Seller Parent shall cease to have any obligations under this Agreement, including those contained upon all of the obligations of Seller and each Selling Entity arising in Article 9, connection with this Agreement and under each Ancillary Agreement any of the Transaction Documents to which any Seller of them are a party having been satisfied in full (save where obligations do not arise by reason of any disability or any incapacity or lack of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all due execution or due authorization of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations contained in this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Obligations”). Upon any failure by any Seller or any of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x), Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; provided, however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect which case the obligations of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Seller Parent shall remain liable hereunder with respect to continue until it has performed the Obligations as if such payment had not been made. This is an unconditional guarantee of payment and not of collectibilitysame). (c) To the fullest extent permitted by Law, Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the 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 the Sellers or any other Person interested in the transactions contemplated by this Agreement and the Ancillary Agreements, and all suretyship defenses generally.

Seller Parent Guarantee. (a) Seller Parent Guarantor hereby irrevocably, absolutely and unconditionally guarantees (x) guarantees, as a primary obligation and not as a surety, to Buyer the full and punctual payment of any amount or amounts due and payable by the Sellers under this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all the obligations of the Sellers’ Seller under Articles II and their respective Affiliates’ covenants, agreements and obligations contained in IX of this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Obligations”). Upon any failure by any Seller or any of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x), Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; provided, however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Seller Parent shall remain liable hereunder with respect to the Obligations as if such payment had not been madeAgreement. This guaranty is an absolute, unconditional guarantee and continuing guaranty of payment and performance and not of collectibility. (c) To collectability, irrespective of the fullest extent permitted by Lawvalidity, Seller Parent hereby expressly waives legality or enforceability of this Agreement or any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its AffiliatesTransaction Document. Seller Parent Guarantor waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the Obligations, presentment, demand for paymentdemand, notice of non-performance, default, dishonor and protest, notice of the incurrence acceptance, notice of any Obligations obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of the Sellers Buyer, any of its Affiliates or any other Person interested in entity or other person primarily or secondarily liable with respect to any of the transactions contemplated by this Agreement and the Ancillary Agreementsguaranteed obligations, and all suretyship defenses generally.. If any payment in respect of any of the guaranteed obligations is rescinded after receipt by the Buyer, the guaranty hereunder shall be automatically reinstated as if no such payment had ever been made. Seller Guarantor agrees that Buyer shall not be required to prosecute collection, enforcement or other remedies against Seller or to enforce or resort to any rights or remedies pertaining thereto, before calling on Seller Guarantor for payment or performance. Seller Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of the obligations of the Seller Guarantor set forth in this Agreement and notice of or proof of reliance by Buyer upon this Section 9.12 or acceptance of this Section 9.12. The guaranty provided by the Seller Guarantor pursuant to this Section 9.12 is an unconditional guarantee of payment and not of collection and is in no way conditioned 62

Seller Parent Guarantee. (a) The Seller Parent hereby irrevocably, absolutely and unconditionally guarantees (x) the full due and punctual payment of any amount or amounts due and payable by the Sellers under this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and ' obligations contained set forth in this Agreement whenever at any time and each Ancillary from time to time any or all of the Sellers fail to pay or perform its or their obligations when due or as may be required by the terms hereof (subject to any applicable grace, cure or deferral period), promptly after the Seller Parent has received a written demand from the Buyer, provided that the Buyer has first demanded payment or performance, as the case may be, in writing from any or all of the Sellers. This guaranty is an irrevocable guaranty of payment (and not just of collection) and shall continue in effect notwithstanding any extension or modification of the terms of this Agreement, any assumption of any such guaranteed obligation by any other party or any other act or event that might otherwise operate as a legal or equitable discharge of the Seller Parent under this Article XIII. So long as any obligation of the Sellers to the Buyers under this Agreement remains unpaid or undischarged, the Seller Parent hereby waives (but only with respect to which the Buyers and their Affiliates and not as to any other parties) all rights to subrogation arising out of any payment by the Seller Parent under this Article XIII. The obligations of the Seller Parent hereunder shall be absolute and unconditional irrespective of the validity, legality or enforceability of this Agreement or any other document related hereto, and shall not be affected by or contingent upon (a) the liquidation or dissolution of, or the merger or consolidation of any Seller with or into any corporation, or any sale or transfer by any Seller of all or part of its property or assets, (b) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting any Seller, (c) any modification, alteration, amendment or addition of or to this Agreement, or (d) any disability or any other defense of any Seller or any other person and any other circumstance whatsoever (with or without notice to or knowledge of their Affiliates is the Seller Parent) which may or might in any manner or to any extent vary the risks of the Seller Parent or might otherwise constitute a party, legal or equitable discharge of a surety or a guarantor or otherwise. Except as provided in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectivelythis Article XIII, the “Obligations”)Seller Parent hereby waives all special suretyship defenses and protest, notice of protest, demand for performance, diligence, notice of any other action at any time taken or omitted by the Buyers and, generally, all demands and notices of every kind in connection with this Article XIII and the Sellers' obligations hereby guaranteed, and which the Seller Parent may otherwise assert against the Buyers. Upon This Article XIII shall continue to be effective or shall be reinstated, as the case may be, if at any failure by any Seller time payment or performance of any of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x), Seller Parent shall forthwith on written demand obligations of Purchaser pay the amount not so paid; provided, however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser and any of its Affiliates that are party to any Ancillary under this Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect of the Obligations is rescinded or must otherwise be restored or returned for by the Buyers upon the insolvency, bankruptcy or reorganization of any reason whatsoever, Seller or otherwise. The Seller Parent acknowledges that each of the waivers set forth above is made with full knowledge of its significance and consequences and under the circumstances the waivers are reasonable and not contrary to public policy. If any of said waivers is determined to be contrary to any applicable law or public policy, such waivers shall remain liable hereunder with respect be effective only to the Obligations as if such payment had not been made. This is an unconditional guarantee of payment and not of collectibility. (c) To the fullest extent permitted by Law, Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the 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 the Sellers or any other Person interested in the transactions contemplated by this Agreement and the Ancillary Agreements, and all suretyship defenses generallylaw.

Seller Parent Guarantee. (a) In consideration of Purchaser entering into this Agreement, Seller Parent hereby irrevocably, absolutely irrevocably and unconditionally guarantees (x) to Purchaser and its Designated Affiliates the full due and punctual performance and observance of the obligations (which shall include without limitation all payment obligations and performance of all covenants, agreements and all obligations in respect of representations, warranties and indemnities) of Seller and each of the Selling Entities pursuant to this Agreement and any of the Transaction Documents to which any of them are a party. It is agreed that Seller Parent is entering into this Agreement solely for the purposes of giving the guarantee in this Section 11.17 and the limited representations and warranties set forth in Section 3.1, Section 3.2(a) and Section 3.3. The obligations of Seller Parent shall not be affected by any waiver granted to the Seller or its Affiliates, by amendment, variation or supplement to this Agreement or the Transaction Documents or by the unenforceability or invalidity of any amount obligations of the Seller or amounts its Affiliates under this Agreement or the Transaction Documents by reason of any disability or incapacity or lack of due execution or due authorization (it being agreed that in such circumstances Seller Parent shall have the same liability as if such obligations of the Seller and payable by the Sellers its Affiliates had been valid and enforceable)The obligations of Seller Parent under this Agreement shall be deemed satisfied and discharged, and Seller Parent shall cease to have any obligations under this Agreement, including those contained upon all of the obligations of Seller and each Selling Entity arising in Article 9, connection with this Agreement and under each Ancillary Agreement any of the Transaction Documents to which any Seller of them are a party having been satisfied in full (save where obligations do not arise by reason of any disability or any incapacity or lack of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all due execution or due authorization of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations contained in this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Obligations”). Upon any failure by any Seller or any of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x), Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; provided, however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect which case the obligations of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Seller Parent shall remain liable hereunder with respect to continue until it has performed the Obligations as if such payment had not been made. This is an unconditional guarantee of payment and not of collectibilitysame). (c) To the fullest extent permitted by Law, Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the 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 the Sellers or any other Person interested in the transactions contemplated by this Agreement and the Ancillary Agreements, and all suretyship defenses generally.

Seller Parent Guarantee. (a) Seller Parent hereby irrevocably, absolutely and unconditionally guarantees (x) the full and punctual payment of except for any amount or amounts due and payable by the Sellers under this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations conditions contained in this Section 11.17) the payment and performance when due of all obligations, liabilities and indebtedness of any kind, nature and description of Seller under this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder other agreements contemplated hereby ((x) and (y), collectively, the “Seller Obligations”). Upon The Seller Obligations may be enforced by Buyer against Seller Parent without any failure requirement that Buyer first exercise its rights against Seller. In determining when payment, performance or discharge of obligation by any Seller or any of their respective Affiliates to pay punctually any such Parent is due, and the amount referred to in the foregoing clause (x)thereof, Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; provided, however that may assert any and all defenses or counterclaims available limitations to the Sellers such payment, performance or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser discharge, and any of its Affiliates rights, remedies, counterclaims, reductions and setoffs that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization Seller Parent or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect may have under this Agreement. Seller Parent’s obligations hereunder. In the event that under this Section 11.17 shall remain in full force and effect without regard to, and shall not be released, discharged, or in any payment to Purchaser way affected by, any circumstance or its Affiliates in respect of the Obligations is rescinded condition whatsoever (whether or must otherwise be returned for any reason whatsoever, not Seller Parent shall remain liable hereunder have any knowledge thereof) except as may be expressly set forth herein. Seller Parent hereby waives each of the following: (i) notice of acceptance of the Seller Obligations or of the existence or creation of all or any of the Seller Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to the Obligations as if such payment had not been made. This is an unconditional guarantee of payment and not of collectibility. (c) To the fullest extent permitted by Law, Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Seller Obligations and all other notices of whatsoever (except for notices to be provided to Seller, Seller Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law requirement that Buyer institute suit or other similar Law now otherwise exhaust its rights or hereafter in effect, any right to require the marshalling of assets of the Sellers remedies against Seller or against any other Person interested in the transactions contemplated by this Agreement prior to enforcing any rights they have hereunder or otherwise against Seller Parent; and the Ancillary Agreements, and (iv) all suretyship defenses generally.generally (other than defenses to the payment of the obligations that are available to Seller Parent or Seller under this Agreement). Nothing contained in this Section 11.17 shall limit Seller Parent’s ability to assert as a defense to any claim any defense that would be available to Seller if the claim were asserted directly against Seller. This Agreement has been duly executed and delivered by Seller Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this

Seller Parent Guarantee. (a) The Seller Parent Parent, as primary obligor and not merely as surety, hereby irrevocablyabsolutely, absolutely unconditionally and unconditionally irrevocably guarantees (x) the full and punctual timely payment of any amount or amounts due and payable by the Sellers under this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all Liabilities (including indemnities, fees and Liabilities in respect of equitable relief) of the Sellers’ and their respective Affiliates’ covenantsSeller incurred under, agreements and obligations contained arising out of or in connection with this Agreement and each the Ancillary Agreement Agreements, as from time to which any Seller time amended, modified or any of supplemented in accordance with their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder terms ((x) and (y), collectivelysuch Liabilities, the “Seller Parent Guaranteed Obligations”). Upon any failure by any Seller or any This is a guarantee of their respective Affiliates to pay punctually any such amount referred to payment and performance, and not of collectability. The obligations of the Purchaser Direct Parent under this Section 11.18 are absolute and unconditional in respect of satisfying the foregoing clause (x), Seller Parent Guaranteed Obligations and shall forthwith on written demand of Purchaser pay be enforceable against the amount not so paid; provided, however that any and all defenses or counterclaims available Seller Parent to the Sellers or their applicable Affiliates shall also be available to same extent as if the Seller ParentParent were the primary obligor (and not merely a surety) under this Agreement and the other Ancillary Agreements. (b) Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Seller 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 collectibility. (c) To the fullest extent permitted by Law, The Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives as to itself promptness, diligence, notice of the acceptance of the this guarantee provided in this Section 10.2 and of the Seller Parent Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Seller Parent Guaranteed Obligations and all other notices of any kindincurred, all defenses which may be available by virtue of any valuation, stay, moratorium law Law or other similar Law now or hereafter in effect, and all suretyship defenses (it being understood that nothing in this sentence shall be deemed a waiver by the Seller Parent of the obligation of any other Party to deliver notice pursuant to the terms of this Agreement or the Ancillary Agreements). The Seller Parent agrees that the Seller Parent Guaranteed Obligations shall not be discharged except by complete performance or payment of the amounts payable under this Agreement or any Ancillary Agreement, as applicable, and that -100- the obligations of the Seller Parent hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Purchaser to assert any claim or demand or to enforce any right to require or remedy against the marshalling Seller; (ii) any change in the time, place or manner of assets payment of any of the Sellers Seller Parent Guaranteed Obligations or any waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement or any Ancillary Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Seller Parent Guaranteed Obligations; (iii) any change in the corporate existence, structure or ownership of the Seller Parent, Seller or any other Person interested in the transactions contemplated by this Agreement or any Ancillary Agreement; or (iv) the adequacy of any other means Purchaser may have of obtaining payment related to any of the Seller Parent Guaranteed Obligations. If at any time payment under the Agreement or any Ancillary Agreement is rescinded or must be otherwise restored or returned by Purchaser for any reason whatsoever, including, without limitation, on account of a judicial, arbitral or administrative order relating to Seller or Seller Parent, the Seller Parent’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Purchaser, all as though such payment had not been made. The Seller Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and the Ancillary Agreements. (c) The Seller Parent hereby expressly acknowledges and agrees to be bound by the following provisions of this Agreement: Section 11.1 (Interpretation; Absence of Presumption), Section 11.2 (Headings), Section 11.3 (Governing Law; Jurisdiction and all suretyship defenses generally.Forum; Waiver of Jury Trial; Arbitration), Section 11.4 (Sovereign Immunity), Section 11.5 (Entire Agreement), Section 11.9 (Notices), Section 11.10 (Successors and Assigns), Section 11.11 (Amendments and Waivers), Section 11.12 (Severability), Section 11.15 (Counterparts), Section 11.16 (Non-Recourse) and Section 11.18 (Seller Parent Guarantee). [Remainder of page intentionally left blank]

Seller Parent Guarantee. (a) As a material inducement to Buyer to enter into this Agreement, and in return for the substantial direct and indirect benefits that Seller Parent will realize from the Transactions, Seller Parent hereby irrevocablyabsolutely, absolutely unconditionally and unconditionally irrevocably guarantees to Buyer, as primary obligor and not merely as a surety, the due and timely payment, performance and discharge of all obligations of Sellers and their respective successors and permitted assigns, under this Agreement (x) in any case, as applicable, the “Seller Parent Guaranteed Obligations”). The guarantee contained in this Section 9.19 is a continuing guaranty of the full and punctual payment of any amount or amounts due and payable by the Sellers under this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction discharge and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations contained in this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Obligations”). Upon any failure by any Seller or any of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x), Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; providedGuaranteed Obligations, however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Seller 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 collectibility. (c) To the fullest extent permitted by Law, Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliatescollection. Seller Parent expressly waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the Obligationsacceptance, presentment, demand for or 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 and any requirement that any Person exhaust any right, remedy or power or proceed against Sellers (or any of its successors or assigns) under this Agreement or against any valuationother Person under any other guaranty of, stayor security for, moratorium law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of the Seller Parent Guaranteed Obligations. If Sellers or any other Person interested of their respective successors or permitted assigns default in the transactions contemplated by this Agreement timely discharge or performance of the Seller Parent Guaranteed Obligations, in whole or in part, Seller Parent shall fully and punctually discharge and perform such Seller Parent Guaranteed Obligations. This guarantee shall remain in full force and effect until all of the Ancillary AgreementsSeller Parent Guaranteed Obligations shall have been paid and performed in full, and all suretyship defenses generallywill be binding upon Seller Parent, its successors and permitted assigns. [Signature page follows.]

Seller Parent Guarantee. (a) The Seller Parent hereby irrevocablyrepresents and warrants that it is a limited partnership validly existing and in good standing under the Laws of Delaware, absolutely and unconditionally guarantees (x) has the full authority to execute and punctual payment of any amount or amounts due and payable by the Sellers under deliver this Agreement, including those contained in Article 9to perform its obligations hereunder and to consummate the transactions contemplated hereby, which actions have been duly and under each Ancillary Agreement to which any validly authorized by all necessary limited partnership action by the Seller Parent. No other corporate proceedings on the part of the Seller Parent or any of their respective its Affiliates is a partyare necessary to authorize the execution, and (y) the timely satisfaction and delivery or performance of all this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller Parent and, assuming due execution and delivery by each of the Sellers’ other parties hereto, constitutes the legal, valid and their respective Affiliates’ covenants, agreements and obligations contained in this Agreement and each Ancillary Agreement to which any Seller or any binding obligation of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Obligations”). Upon any failure by any Seller or any of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x), Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; provided, however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent, enforceable against the Seller 58 Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect The Seller Parent’s obligations hereunder. In , as primary obligor and not merely as surety, hereby absolutely, unconditionally and irrevocably guarantees the event that any full and timely payment to Purchaser or its Affiliates and performance of all Liabilities (including indemnities, fees and Liabilities in respect of equitable relief) of the Obligations is rescinded Seller incurred under, arising out of or must otherwise be returned for any reason whatsoeverin connection with this Agreement, as from time to time amended, modified or supplemented in accordance with its terms (such liabilities, the “Seller Parent shall remain liable hereunder with respect to the Obligations as if such payment had not been madeGuaranteed Obligations”). This is an unconditional a guarantee of payment and performance, and not of collectibilitycollectability. This guarantee is a continuing guarantee and may not be revoked by the Seller Parent. The obligations of the Seller Parent under this Section 11.23 are absolute and unconditional in respect of satisfying the Seller Parent Guaranteed Obligations and shall be enforceable against the Seller Parent to the same extent as if the Seller Parent were the primary obligor (and not merely a surety) under this Agreement. (c) To the fullest extent permitted by Law, The Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives as to itself promptness, diligence, notice of the acceptance of the this guarantee provided in this Section 10.2 and of the Seller Parent Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Seller Parent Guaranteed Obligations and all other notices of any kindincurred, all defenses which may be available by virtue of any valuation, stay, moratorium law Law or other similar Law now or hereafter in effect, and all suretyship defenses (it being understood that nothing in this sentence shall be deemed a waiver by the Seller Parent of the obligation of any other party to deliver any notice expressly required by the terms of this Agreement). The Seller Parent agrees that its obligations under this Section 11.23 shall not be discharged except by complete performance or payment of the Seller Parent Guaranteed Obligations and that its obligations under this Section 11.23 shall not be limited, impaired, released or discharged, in whole or in part, or otherwise affected by, and the Seller Parent irrevocably waives, to the fullest extent permitted by law, any defenses to its obligations under this Section 11.23 arising under law or equity from, (i) the failure or delay on the part of the Buyer to assert any claim or demand or to enforce any right to require or remedy against the marshalling Seller; (ii) any change in the time, place or manner of assets payment of any of the Sellers Seller Parent Guaranteed Obligations or any waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Seller Parent Guaranteed Obligations; (iii) any change in the corporate existence, structure or ownership of the Seller Parent, the Seller or any other Person interested in the transactions contemplated by this Agreement; (iv) the adequacy of any other means the Buyer may have of obtaining payment related to any of the Seller Parent Guaranteed Obligations, including pursuant to this Section 11.23; (v) any insolvency, bankruptcy, reorganization, arrangement or other similar proceeding affecting the Seller or the Seller Parent or their respective assets or any resulting release or discharge of any Seller Parent Guaranteed Obligations; (vi) the existence of any claim, setoff or other rights which the Seller Parent may have at any time against the Seller, any of the Seller’s Subsidiaries or any other third party, whether in connection herewith or any unrelated transactions; (vii) the invalidity or unenforceability of this Agreement or the Transition Services Agreement (or any provision of this Agreement) against the Seller; (viii) any provision of applicable Law purporting to prohibit the payment by the Seller of any of the Seller Parent Guaranteed Obligations; (ix) any lack or inadequacy of consideration with respect to the Seller Parent Guaranteed Obligations or the obligations of the Seller Parent under this Section 11.23; (x) any lack of capacity, power or authority of the Seller to enter into this Agreement or to incur any of the Seller Parent Guaranteed Obligations; or (xi) any other act, omission or delay of any kind by the Seller, the Seller Parent, or any other Person, or any other setoff, defense, counterclaim or other circumstance whatsoever (in any case, whether based on contract, tort or any other theory), with respect to this Agreement, the transactions contemplated thereby or the Seller Parent Guaranteed Obligations which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of the Seller Parent’s obligations under this Section 11.23 or of the Seller Parent Guaranteed Obligations (other than the complete performance or payment of the Seller Parent Guaranteed Obligations). (d) If at any time payment under this Agreement is rescinded or must be otherwise restored or returned by the Buyer for any reason whatsoever, including on account of a judicial, arbitral or administrative order relating to the Seller or the Seller Parent, the Seller Parent’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by the Buyer, all as though such payment had not been made. (e) The Seller Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement. (f) The Seller Parent shall not make any claim for contribution from the Company or any of its Subsidiaries or any of their respective officers, directors, managers or employees with respect to any Seller Parent Guaranteed Obligations, and the Ancillary AgreementsSeller Parent hereby waives any such right of contribution from the Company, any of its Subsidiaries and any of their respective officers, directors, managers or employees it has or may have in the future. The Seller Parent further agrees not to make, directly or indirectly, and all suretyship defenses generallyhereby waives, any claim for indemnification against the Company or its Subsidiaries by reason of the fact that the Seller Parent or any of its Affiliates or Representatives was a member, manager, officer, employee or agent of the Company (whether such claim is pursuant to any Law, organizational document, contract or otherwise) with respect to any claim brought or demand made by the Buyer against the Seller Parent or under this Section 11.23. (g) The Seller Parent hereby expressly acknowledges and agrees to be bound by the following provisions of this Agreement: Section 11.2 (Amendment and Modification), Section 11.3 (Waiver; Extension), Section 11.4 (Notices), Section 11.5 (Interpretation), Section 11.6 (Entire Agreement), Section 11.7 (Parties in Interest), Section 11.8 (Governing Law), Section 11.9 (Submission to Jurisdiction), Section 11.11 (Personal Liability), Section 11.12 (Assignment; Successors), Section 11.13 (Enforcement), Section 11.14 (Currency), Section 11.15 (Severability), Section 11.16 (Waiver of Jury Trial), Section 11.17 (Counterparts), Section 11.18 (.pdf Signature), Section 11.19 (Legal Representation), Section 11.20 (No Presumption Against Drafting Party) and Section 11.23 (Seller Parent Guarantee). 60

Seller Parent Guarantee. (a) From and after the Closing Date, Seller Parent Parent, as a primary obligor and not as surety, hereby irrevocablyabsolutely, absolutely unconditionally and unconditionally irrevocably guarantees to Buyer the complete and prompt payment (xand not of collection) the full and punctual payment of any amount or amounts due performance of, and payable compliance by the Sellers Seller of all Seller’s obligations under this Agreement or the Transition Services Agreement, including those contained including, without limitation, the payment obligations of Seller set forth in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and Section 2.07 (y) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations contained in this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((xPurchase Price Adjustment) and Article VIII (y), collectively, Indemnification) hereof (the “Guaranteed Obligations”). Upon any failure by any Seller or any of their respective Affiliates to pay punctually any such amount referred to in the foregoing clause (x), Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; provided, however that any and all defenses or counterclaims available to the Sellers or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser and any of its Affiliates that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event Seller Parent guarantees that the Sellers become subject to any insolvency, bankruptcy, reorganization Guaranteed Obligations will be satisfied strictly in accordance with the terms of this Agreement. The liabilities and obligations of the Seller Parent under or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect of the Obligations is rescinded this Section 11.01 are independent of any liabilities or must otherwise obligations of Seller under or in respect of this Agreement, and a separate action or actions may be returned for any reason whatsoever, brought and prosecuted against Seller Parent shall remain liable hereunder with respect to the Obligations as if enforce its obligations under this Section 11.01, irrespective of whether any action is brought against Seller or whether Seller is joined in any such payment had not been made. This is an unconditional guarantee of payment and not of collectibilityaction or actions. (c) To Seller Parent’s obligations under this Section 11.01 shall not be released or discharged by any or all of the fullest extent permitted following: (i) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other liabilities or obligations of Seller under or in respect of this Agreement; (ii) any express amendment or modification of or supplement to this Agreement, or any assignment or transfer of any of the Guaranteed Obligations; (iii) any failure on the part of Seller to perform or comply with this Agreement; (iv) any waiver, consent, change, extension, indulgence or other action or any action or inaction under or in respect of this Agreement; (v) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to Seller Parent or Seller or their respective properties, or any action taken by Lawany trustee or receiver or by any court in any such proceeding, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; or (vi) any change in the name or ownership of Seller or any other person referred to herein. (d) Seller Parent hereby expressly waives any (i) notice of acceptance of this guarantee, (ii) presentment and all rights or defenses arising by reason demand concerning the liabilities of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the 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, (iii) any right to require the marshalling of assets of the Sellers that any action be brought against Seller or any other Person interested person, or to require that Buyer seek enforcement of any performance against Seller or any other person prior to any action against Seller Parent under the terms hereof. (e) Except as to applicable statutes of limitation, no delay of Buyer in the transactions contemplated exercise of, or failure to exercise, any rights under this Section 11.01 shall operate as a waiver of such rights, a waiver of any other rights, or a release of Seller Parent from any obligations hereunder. (f) Seller Parent hereby represents and warrants to Seller as follows: (i) Seller Parent is validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which would not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder. (ii) Seller Parent has full power and authority to execute this Agreement. Seller Parent has taken all action required by its organizational documents to authorize the execution and delivery of this Agreement. This Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. (iii) The execution and delivery by Seller Parent of this Agreement do not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien upon any of the properties or assets of Seller Parent under, any provision of (i) the organizational documents of Seller Parent, (ii) any Contract to which Seller Parent is a party or by which any of its properties or assets is bound or (iii) any Governmental Order or Law applicable to Seller Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to have a material adverse effect on Seller Parent’s ability to perform its obligations hereunder. (g) This Section 11.01 shall remain in full force and effect until all of the Ancillary AgreementsGuaranteed Obligations are fully and finally performed. For the avoidance of doubt, the obligation and liability of Seller Parent, as a primary obligor and not as surety, under this Section 11.01 is specifically limited to payment (and not of collection) and performance of the Guaranteed Obligations required to be made by Seller under the Agreement or the Transition Services Agreement, subject to any and all suretyship defenses generallyrights, limitations, qualifications and other defenses, solely to the extent that each of the foregoing are available to Seller under the Agreement or the Transition Services Agreement, as the case may be.

Seller Parent Guarantee. (a) The Seller Parent hereby irrevocably, absolutely unconditionally and unconditionally irrevocably guarantees (x) to the full Purchaser the timely and punctual complete performance and payment of any amount or amounts due and payable by all obligations of the Sellers Seller under this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations contained in this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Seller Guaranteed Obligations”). Upon The guarantee under this Article 13 may be enforced by the Purchaser without the necessity at any failure by time of resorting to or exhausting any other remedy against the Seller or without the necessity at any time of their respective Affiliates to pay punctually any such amount referred to in having recourse against the foregoing clause (x), Seller under this Agreement. The Seller Parent agrees that nothing contained in this Article 13 shall forthwith on written demand of prevent the Purchaser pay the amount not so paid; provided, however that from exercising any and all defenses rights or counterclaims available remedies under this Agreement if the Seller fails to timely perform the Sellers Seller Guaranteed Obligations, and the exercise of any of the aforesaid rights and the completion of any actions or their applicable Affiliates proceedings related thereto shall also not constitute a discharge of any of the obligations of the Seller Parent hereunder, it being the express purpose and intent of the Seller Parent that its obligations hereunder shall be available to absolute, independent and unconditional under any and all circumstances. For greater certainty, the fulfillment of the Seller ParentGuaranteed Obligations by the Seller shall constitute a discharge of any of the obligations of the Seller Parent hereunder. (b) Purchaser and any The obligation of its Affiliates that are party the Seller Parent to any Ancillary Agreement shall perform the Seller Guaranteed Obligations will not be obligated to file limited or reduced as a result of the termination, invalidity or unenforceability of any claim relating to right of the Obligations in Purchaser under this Agreement against the event that the Sellers become subject to any insolvency, Seller as a result of bankruptcy, reorganization insolvency or other similar proceeding affecting a the Seller or for any Affiliate other circumstance or reason whatsoever (other than the fulfillment of the Seller Guaranteed Obligations). (c) The terms of this Article 13 shall continue to be effective, or shall be reinstated, as the case may be, if at any time any payment (in whole or in part), of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect Seller Parent’s obligations hereunder. In the event that any payment to Purchaser or its Affiliates in respect of the Seller Guaranteed Obligations is rescinded or must otherwise be returned or restored by the Purchaser by reason of the bankruptcy, insolvency or reorganization of the Seller, all as if though such Seller Guaranteed Obligations had not been fulfilled. (d) The Seller Parent, as a principal obligor, and as a separate and independent obligation and liability from its obligations and liabilities under this Article 13 but without duplication of recovery thereunder, shall indemnify, defend and save harmless the Purchaser and each of the Purchaser Indemnified Parties, from and against any and all Losses suffered or incurred by them in the enforcement of any of the provisions of this Article 13 or occasioned by any breach by the Seller Parent of any of the obligations owed to the Purchaser under this Article 13 in connection with any of (i) the failure of the Seller to fully and promptly perform any of the Seller Guaranteed Obligations (ii) the failure of the Seller Guaranteed Obligations to be legal, valid and binding obligations of the Seller for any reason whatsoever, Seller 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 collectibility. (ciii) To the fullest extent permitted by Law, Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance provisions of the guarantee provided in this Section 10.2 and Article 13 being of the Obligationsbecoming void, presentmentvoidable, 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 invalid or other similar Law now or hereafter in effect, any right to require the marshalling of assets of the Sellers or any other Person interested in the transactions contemplated by this Agreement and the Ancillary Agreements, and all suretyship defenses generallyunenforceable.

Seller Parent Guarantee. (a) Seller Parent hereby irrevocably, absolutely and unconditionally guarantees (x) the full and punctual payment of except for any amount or amounts due and payable by the Sellers under this Agreement, including those contained in Article 9, and under each Ancillary Agreement to which any Seller or any of their respective Affiliates is a party, and (y) the timely satisfaction and performance of all of the Sellers’ and their respective Affiliates’ covenants, agreements and obligations conditions contained in this Section 9.16) the payment and performance when due of all obligations, liabilities and indebtedness of any kind, nature and description of Seller under this Agreement and each Ancillary Agreement to which any Seller or any of their Affiliates is a party, in each case, subject to the conditions hereunder and thereunder ((x) and (y), collectively, the “Seller Obligations”). Upon The Seller Obligations may be enforced by Buyer against Seller Parent without any failure requirement that Buyer first exercise its rights against Seller. In determining when payment, performance or discharge of obligation by any Seller or any of their respective Affiliates to pay punctually any such Parent is due, and the amount referred to in the foregoing clause (x)thereof, Seller Parent shall forthwith on written demand of Purchaser pay the amount not so paid; provided, however that may assert any and all defenses or counterclaims available limitations to the Sellers such payment, performance or their applicable Affiliates shall also be available to Seller Parent. (b) Purchaser discharge, and any of its Affiliates rights, remedies, counterclaims, reductions and setoffs that are party to any Ancillary Agreement shall not be obligated to file any claim relating to the Obligations in the event that the Sellers become subject to any insolvency, bankruptcy, reorganization Seller Parent or other similar proceeding affecting a Seller or any Affiliate of any Seller, and the failure of Purchaser or any of its Affiliates to so file shall not affect may have under this Agreement. Seller Parent’s obligations hereunder. In the event that under this Section 9.16 shall remain in full force and effect without regard to, and shall not be released, discharged, or in any payment to Purchaser way affected by, any circumstance or its Affiliates in respect of the Obligations is rescinded condition whatsoever (whether or must otherwise be returned for any reason whatsoever, not Seller Parent shall remain liable hereunder have any knowledge thereof) except as may be expressly set forth herein. Seller Parent hereby waives each of the following: (a) notice of acceptance of the Seller Obligations or of the existence or creation of all or any of the Seller Obligations; (b) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to the Obligations as if such payment had not been made. This is an unconditional guarantee of payment and not of collectibility. (c) To the fullest extent permitted by Law, Seller Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by a Purchaser or its Affiliates. Seller Parent waives promptness, diligence, notice of the acceptance of the guarantee provided in this Section 10.2 and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Seller Obligations and all other notices of whatsoever (except for notices to be provided to Seller, Seller Parent and its counsel in accordance with this Agreement or applicable Law); (c) any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law requirement that Buyer institute suit or other similar Law now otherwise exhaust its rights or hereafter in effect, any right to require the marshalling of assets of the Sellers remedies against Seller or against any other Person interested in the transactions contemplated by this Agreement prior to enforcing any rights they have hereunder or otherwise against Seller Parent; and the Ancillary Agreements, and (d) all suretyship defenses generallygenerally (other than defenses to the payment of the obligations that are available to Seller Parent or Seller under this Agreement). Nothing contained in this Section 9.16 shall limit Seller Parent’s ability to assert as a defense to any claim any defense that would be available to Seller if the claim were asserted directly against Seller. This Agreement has been duly executed and delivered by Seller Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties, this Section 9.16 constitutes the valid and binding obligation of Seller Parent, enforceable against Seller Parent in accordance with its terms, subject, as to enforcement, to the Enforceability Limitations.