Common use of Seller Parent Guaranty Clause in Contracts

Seller Parent Guaranty. (a) Seller Parent fully, irrevocably and unconditionally guarantees to Purchaser, as a primary obligor and not merely as a surety, the full, complete and timely compliance with and performance of all agreements, covenants and obligations of Seller from time to time under this Agreement (the “Seller Obligations”; such guaranty, the “Seller Parent Guaranty”). The Seller Obligations shall include Seller’s obligation to satisfy all obligations of Seller arising in connection with this Agreement, in each case, when and to the extent that, any of the same shall become due and payable or performance of, or compliance with, any of the same shall be required. Seller Parent hereby acknowledges and agrees that the Seller Parent Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty of performance and not of collection only, and compliance by Seller of the Seller Obligations when required and otherwise due under this Agreement is in no way conditioned or contingent upon any attempt to enforce such performance, compliance or payment by a guaranteed party upon any other condition or contingency. Seller Parent hereby waives any right to require a proceeding first against Seller. The Seller Obligations shall not be subject to any reduction, limitation, impairment or termination for any reason (other than by indefeasible payment or performance in full of the Seller Obligations) and shall not be subject to any discharge of Seller from any of the Seller Obligations in a bankruptcy or similar proceeding (except by indefeasible payment or performance in full of the Seller Obligations). The Seller Parent Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any such obligation or liability is rescinded or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwise. (b) Seller Parent represents and warrants that: (i) it is a corporation duly incorporated, validly existing and in good standing under the applicable Laws of the State of Delaware and has full corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Seller Parent Guaranty; (ii) the execution and delivery by Seller Parent of this Agreement and each other Transaction Document to which it is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action required of Seller Parent and no other corporate proceedings on the part of Seller Parent are necessary to authorize this Agreement or any other Transaction Document or to consummate the transactions contemplated hereby or thereby; and (iii) this Agreement has been, and when executed, each of the other Transaction Documents to which Seller Parent is a party will be duly and validly executed and delivered by Seller Parent (assuming due authorization, execution and delivery by each other party hereto and thereto), subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity. (c) Seller Parent hereby irrevocably designates and appoints Seller and any successor thereof to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any claim by or before any Governmental Authority arising out of or in connection with this Agreement. (Signature page follows)

Seller Parent Guaranty. (a) Seller Parent fully, EQT hereby unconditionally and irrevocably and unconditionally guarantees to Purchaser, as a primary obligor and not merely as a surety, the full, complete and timely compliance with and performance of all agreements, covenants and obligations of the Seller from time to time now or hereafter existing under this Agreement, including Section 1.7 and Article VIII, and any and all expenses (including reasonable counsel fees and expenses) incurred by the Buyer in enforcing any rights under this Agreement (collectively, the “Seller Obligations”; such guaranty, ). (b) EQT guarantees that the “Seller Parent Guaranty”). The Seller Obligations shall include Seller’s obligation to satisfy all obligations will be performed strictly in accordance with the terms of Seller arising in connection with this Agreement, regardless of any Law, regulation or order now or hereafter in each case, when and to the extent that, effect in any jurisdiction affecting any of such terms or the same rights of the Seller with respect thereto. The liability of EQT under this Section 9.15 shall become due be absolute and payable unconditional irrespective of (i) any lack of validity, enforceability or performance genuineness of any provision of this Agreement or any other agreement or instrument relating thereto, (ii) any change in the time, manner or place of payment of, or compliance with, any of the same shall be required. Seller Parent hereby acknowledges and agrees that the Seller Parent Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty of performance and not of collection only, and compliance by Seller of the Seller Obligations when required and otherwise due under this Agreement is in no way conditioned or contingent upon any attempt to enforce such performance, compliance or payment by a guaranteed party upon any other condition term of, all or contingency. Seller Parent hereby waives any right to require a proceeding first against Seller. The Seller Obligations shall not be subject to any reduction, limitation, impairment or termination for any reason (other than by indefeasible payment or performance in full of the Seller Obligations, or any other amendment or waiver of or any consent to departure from this Agreement, (iii) and shall not be subject any release or amendment or waiver of or consent to departure from any discharge of Seller from other guaranty, for all or any of the Seller Obligations in Obligations; or (iv) any other circumstance which might otherwise constitute a bankruptcy defense available to or similar proceeding (except by indefeasible payment or performance in full a discharge of the Seller Obligations). or EQT. (c) The Seller Parent Guaranty guaranty set forth in this Section 9.15 shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, payment of any such obligation or liability of the Seller Obligations is rescinded or must otherwise be restored returned by Purchaser or any of its Affiliates the Buyer upon the insolvency, bankruptcy or reorganization of the Seller or otherwise, all as though such payment had not been made. EQT hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Seller Obligations and this guaranty. EQT hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Buyer that arise from the existence, payment, performance or enforcement of EQT’s obligations under this guaranty or this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Buyer against the Seller, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Seller, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of its Subsidiaries such claim, remedy or otherwise. (b) Seller Parent represents and warrants that: (i) it is a corporation duly incorporated, validly existing and right. If any amount shall be paid to EQT in good standing under the applicable Laws violation of the State preceding sentence at any time prior to the later of Delaware and has the cash payment in full corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including of the Seller Parent Guaranty; (ii) Obligations and all other amounts payable under this guaranty and the execution termination date, such amount shall be held in trust for the benefit of the Buyer, shall forthwith be paid to the Buyer to be credited and delivery by applied to the Seller Parent Obligations and all other amounts payable under this guaranty, in accordance with the terms of this Agreement and each this guaranty, or to be held as collateral for any Seller Obligations or other Transaction Document amounts payable under this guaranty thereafter arising. (d) The guaranty set forth in this Section 9.15 shall (i) be binding upon EQT and its respective successors and assigns, and (ii) inure to which the benefit of and be enforceable by the Buyer and its successors, transferees and assigns. (e) EQT hereby makes the same representations set forth in Sections 2.1, 2.2, and 2.3, modified only to reflect that EQT is a corporation and organized under the laws of the Commonwealth of Pennsylvania. (i) EQT’s long-term senior unsecured debt is currently rated by Moody’s and S&P. If at any time after the Closing Date Moody’s or S&P no longer rates EQT’s long-term senior unsecured debt, EQT shall replace that rating agency with another nationally-recognized rating agency (A) immediately, in the event EQT elects to no longer be rated by Moody’s or S&P and (B) within fifteen (15) days after it is no longer rated, in the event EQT is dropped by either Moody’s or S&P or Moody’s or S&P is no longer a partynationally-recognized rating agency. If EQT’s long-term senior unsecured debt is rated by only one nationally-recognized rating agency (subject to EQT’s right to secure a second rating agency as provided above), EQT shall provide the performance Buyer with (A) a $30,000,000 Letter of Credit provided EQT’s long-term senior unsecured debt is not rated Below Investment Grade by Seller the remaining rating agency or (B) a $30,000,000 Letter of its Credit and a $20,000,000 Letter of Credit if EQT’s long-term senior unsecured debt is rated Below Investment Grade by the remaining rating agency. If EQT’s long-term senior unsecured debt is not rated by any nationally-recognized rating agency, EQT shall provide the Buyer with (A) an additional Letter of Credit with a face amount of $20,000,000, if a $30,000,000 EQT LC is already outstanding or (B) a $30,000,000 Letter of Credit and a $20,000,000 letter of Credit if no EQT LC is then outstanding. If at any time after having provided the Buyer an EQT LC under this Section 9.15(f)(i), EQT is again rated by two nationally recognized rating agencies, then the EQT LC(s) shall be returned to EQT within five (5) business days after receipt by the Buyer of a written request by EQT, subject to EQT’s obligations hereunder under Section 9.15(f)(ii) below. If, at any time after EQT has delivered to the Buyer EQT LC(s) in the aggregate amount of $50,000,000 under this Section 9.15(f)(i) due to EQT’s failure to be rated by two nationally-recognized rating agencies, EQT is rated by a single nationally recognized rating agency above Below Investment Grade, then the Buyer shall return the $20,000,000 Letter of Credit to EQT and thereunder retain the $30,000,000 EQT LC, in either case, within five (5) business days after receipt by the Buyer of a written request by EQT, and in each case subject to EQT’s obligations under Section 9.15(f)(ii) below. (ii) If at any time after the consummation Closing Date EQT’s long-term senior unsecured debt rating falls below either BBB-, as provided by Seller S&P, or Baa3, as provided by Moody’s (or in the event a replacement agency has been designated pursuant to Section 9.15(f)(i), a comparable rating by the replacement agency), EQT shall provide the Buyer with a Letter of Credit with a face amount of $30,000,000. Additionally, if at any time after the transactions contemplated hereby Closing Date EQT has a credit rating of Below Investment Grade, EQT shall provide the Buyer with (A) an additional Letter of Credit with a face amount of $20,000,000, if a $30,000,000 EQT LC is already outstanding or (B) a Letter of Credit in the face amount of $50,000,000 if no EQT LC is then outstanding. If at any time after having provided to the Buyer EQT LCs in an aggregate face amount of $50,000,000 under this Section 9.15(f)(ii), EQT is no longer Below Investment Grade, then an EQT LC in the face amount of $20,000,000 shall be returned to EQT within 5 business days after receipt by the Buyer of a written request by EQT and thereby have further, if at any time while an EQT LC under this Section 9.15(f)(ii) is outstanding, EQT’s long-term senior unsecured debt rating is at least both BBB-, as provided by S&P, and Baa3, as provided by Moody’s (or in the event a replacement agency has been duly and validly authorized and approved designated pursuant to Section 9.15(f)(i), a comparable rating by all necessary corporate action required the replacement agency), any remaining EQT LC shall be returned to EQT within 5 business days after receipt by the Buyer of Seller Parent and no other corporate proceedings on the part of Seller Parent are necessary to authorize this Agreement or any other Transaction Document or to consummate the transactions contemplated hereby or thereby; and a written request by EQT. (iii) this Agreement has been, and when executed, EQT shall provide each Letter of Credit to the Buyer within 5 business days after the occurrence of the other Transaction Documents event requiring delivery of the applicable Letter of Credit. The Buyer may require EQT, at no cost to which Seller Parent is the Buyer, to replace an EQT LC if the financial institution having provided such EQT LC ceases, at any time, to be a party will be duly and validly executed and delivered Qualified Financial Institution. EQT shall provide a replacement EQT LC to the Buyer within 5 business days after receipt by Seller Parent (assuming due authorization, execution and delivery EQT of such written request by each other party hereto and thereto), subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equitythe Buyer. (civ) Notwithstanding anything to the contrary contained in (A) this Agreement, (B) the transportation agreements entered into pursuant to Sections 5.1(f)(i), 5.1(f)(ii), 4.17(b) or (C) any transportation agreements entered into pursuant to an exercise of the Options or EQT’s rights under Section 1.8(d), in no event will the aggregate amount of the EQT LCs outstanding at any point exceed $50,000,000. (v) The Buyer shall have the right to draw against any EQT LC upon any default by EQT, the Seller Parent hereby irrevocably designates and appoints Seller and any successor thereof to receive, accept and acknowledge for and on or its behalf, and Affiliates in respect of its property, service the performance of any and all legal processof their obligations under this Section 9.15, summons, notices and documents which may be served in any claim by or before any Governmental Authority arising out of or the transportation agreements entered into in connection with this Agreement. the Options or the exercise of EQT’s rights under Section 1.8(d) (Signature page followsthe “Obligations”), and apply any proceeds from such draw to satisfy the Obligations.

Seller Parent Guaranty. (a) Seller Parent fully, irrevocably hereby guarantees unconditionally and unconditionally guarantees to Purchaser, as a primary obligor and not merely as a suretyobligation, for the benefit of Buyer, the full, complete and timely compliance with due payment and performance by Seller of all agreements, covenants and its obligations of Seller from time to time under this Agreement (the “Seller Guaranteed Obligations”; such guaranty, the “Seller Parent Guaranty”). The If Seller Obligations fails to perform any such obligation, Seller Parent, upon written request of Buyer, shall, or shall include Seller’s obligation cause Seller to, perform such obligations promptly upon receipt of such request. This guaranty shall apply regardless of any amendments, variations, alterations, waivers or extensions to satisfy all obligations of Seller arising in connection with this Agreement, in each case, when and except to the extent that, any of the same shall become due and payable or performance of, or compliance with, any of foregoing modifies the same shall be required. Seller Parent hereby acknowledges and agrees that the Seller Parent Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty of performance and not of collection only, and compliance by Seller of the Seller Obligations when required and otherwise due under this Agreement is in no way conditioned or contingent upon any attempt to enforce such performance, compliance or payment by a guaranteed party upon any other condition or contingency. Seller Parent hereby waives any right to require a proceeding first against Seller. The Seller Obligations shall not be subject to any reduction, limitation, impairment or termination for any reason (other than by indefeasible payment or performance in full of the Seller Obligations) and shall not be subject to any discharge of Seller from any of the Seller Obligations in a bankruptcy or similar proceeding (except by indefeasible payment or performance in full of the Seller Obligations). The Seller Parent Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part application thereof, of any such obligation or liability is rescinded or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwise. (b) Seller Parent hereby waives any and all notice of the creation, renewal, extension or accrual of the Seller Guaranteed Obligations and notice of or proof of reliance by Buyer upon this Section 10.16 or acceptance of this Section 10.16. The Seller Guaranteed Obligation conclusively shall be deemed to have been created, contracted or incurred in reliance upon this Section 10.16, and all dealings between Buyer, on the one hand, and Seller, on the other, likewise conclusively shall be presumed to have been had or consummated in reliance upon this Section 10.16. When pursuing its rights and remedies hereunder against Seller Parent, Buyer shall be under no obligation to pursue such rights and remedies it may have against Seller or any other Person for the Seller Guaranteed Obligations or any right of offset with respect thereto, and any failure by Buyer to pursue such other rights or remedies or to collect any payments from Seller or any such other Person or to realize upon or to exercise any such right of offset shall not relieve Seller Parent of any liability hereunder. (c) Seller Parent expressly and irrevocably waives any election of remedies by Buyer, promptness, diligence, acceptance hereof, presentment, demand, protest and any notice of any kind not provided for herein or not required to be provided to Seller under or in connection with this Agreement, other than defenses that are available to Seller hereunder. Buyer acknowledges and agrees that Seller Parent shall be entitled to all rights, remedies and benefits of Seller hereunder. Seller Parent acknowledges that it will receive substantial direct and indirect benefits from the transaction contemplated by this Agreement and that the waivers set forth in this Section 10.16 are made knowingly in contemplation of such benefits. (d) Seller Parent represents and warrants that: that (i) it is a corporation duly incorporated, validly existing and in good standing under the applicable Laws laws of the State of Delaware and Delaware, (ii) it has full all requisite corporate power and authority to execute execute, deliver and deliver this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Seller Parent Guaranty; (ii) the execution and delivery by Seller Parent under this Agreement solely for purposes of this Agreement Section 10.16 and each other Transaction Document to which it is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action required of Seller Parent and no other corporate proceedings on the part of Seller Parent are necessary to authorize this Agreement or any other Transaction Document or to consummate the transactions contemplated hereby or thereby; and (iii) this Agreement has been, and when executed, each of the other Transaction Documents to which Seller Parent is a party will be been duly and validly executed and delivered by Seller Parent (it and, assuming due authorization, execution and delivery by each the other party hereto parties hereto, constitutes a valid and thereto)binding obligation of Seller Parent, subject to any applicable enforceable against Seller Parent in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, moratorium preference or similar Laws now or hereafter in effect of general applicability relating to creditors’ or affecting the rights of creditors generally or and subject to general principles of equityequity (regardless of whether enforcement is sought in equity or at law)) and (iii) the execution, delivery and performance of this Agreement does not contravene any Law to which Seller Parent is subject or result in any breach of any Contract to which Seller Parent is a party, other than such contravention or breach that would not be material to Seller Parent or limit its ability to carry out the terms and provisions of this Agreement solely for purposes of this Section 10.16. (ce) Seller Parent hereby irrevocably designates and appoints Seller and any successor thereof to receive, accept and acknowledge for and on Buyer agrees that its behalf, and rights in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any claim or liability under this Agreement asserted by it against Seller Parent shall be limited solely to satisfaction out of, and enforcement against, the assets of Seller Parent, and Buyer covenants, agrees and acknowledges that no recourse under this Agreement or before any Governmental Authority arising out of documents or instruments delivered in connection with this Agreement. Agreement shall be had against any of Seller Parent’s former, current or future directors, officers, agents, Affiliates or stockholders or any former, current or future directors, officers, agents, Affiliates, employees, general or limited partners, members, managers or stockholders of any of the foregoing, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law. (Signature page follows)f) No amendment, supplement or modification to this Section 10.16 shall be made without the written agreement of Seller Parent.

Seller Parent Guaranty. (a) As a material inducement to the willingness of Buyer to enter into this Agreement, Seller Parent fullyhereby unconditionally, absolutely and irrevocably (i) agrees to cause Seller to perform all of its obligations hereunder that are required to be performed at or following the Closing and unconditionally (ii) guarantees to Purchaser, as a primary obligor and not merely as a surety, all of the full, complete and timely compliance with and performance of all agreements, covenants and obligations of Seller from time that are required to time under be performed at or following the Closing pursuant to this Agreement (the “Seller Obligations”; such guarantyincluding Section 1.5(e), the “Seller Parent Guaranty”Section 6.5, Article IX and Section 11.3). The Seller Obligations shall include Seller’s obligation to satisfy all obligations This guarantee is an unconditional guarantee of Seller arising in connection with this Agreement, in each case, when payment and to the extent that, any of the same shall become due and payable or performance of, or compliance with, any of the same shall be required. Seller Parent hereby acknowledges and agrees that the Seller Parent Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty of performance and not of collection only, and compliance by Seller of the Seller Obligations when required and otherwise due under this Agreement is in no way conditioned or contingent upon any attempt to enforce such performance, compliance or payment by a guaranteed party upon any other condition or contingency. Seller Parent hereby waives any right to require a proceeding first against Seller. The Seller Obligations shall not be subject to any reduction, limitation, impairment or termination for any reason (other than by indefeasible payment or performance in full of the Seller Obligations) and shall not be subject to any discharge of Seller from any of the Seller Obligations in a bankruptcy or similar proceeding (except by indefeasible payment or performance in full of the Seller Obligations). The Seller Parent Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any such obligation or liability is rescinded or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwisecollection. (b) Seller Parent hereby represents and warrants thatto Buyer: (i) it Seller Parent is a corporation duly incorporated, validly existing Delaware limited partnership and is in good standing under the applicable Laws laws of the State of Delaware and Delaware. Seller Parent has the full corporate power and authority to execute and deliver this Agreement Agreement, and each the other Transaction Document documents and instruments to which it is a partybe executed and delivered by Seller Parent pursuant hereto, to and perform its Seller Parent’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder, including the Seller Parent Guaranty; (ii) the execution and delivery by Seller Parent of this Agreement and each other Transaction Document to which it is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action required of Seller Parent and no other corporate further proceedings on the part of Seller Parent are necessary to approve and authorize the execution and delivery of this Agreement, or the other documents and instruments to be executed and delivered by Seller Parent pursuant hereto, and the performance of Seller Parent’s obligations hereunder. This Agreement has been duly executed and delivered by Seller Parent and, assuming that this Agreement has been duly executed and delivered by the party seeking to enforce the Agreement, this Agreement constitutes the valid and binding obligation of Seller Parent, enforceable against Seller Parent in accordance with its terms, except as such enforcement may be limited by laws affecting the enforcement of creditors’ rights generally or by general equitable principles; (ii) the execution and delivery of this Agreement by Seller Parent, and the other documents and instruments to be executed and delivered by Seller Parent pursuant hereto, and the performance of Seller Parent’s obligations hereunder and thereunder will not result in (i) any breach or violation of or default under any law, statute, regulation, judgment, or other Governmental Authorization or any mortgage, lease, agreement, deed of trust, indenture or any other Transaction Document or to consummate the transactions contemplated hereby or thereby; and (iii) this Agreement has been, and when executed, each of the other Transaction Documents instrument to which Seller Parent is a party will or by which Seller Parent or any of Seller Parent’s properties or assets are bound, or (ii) the creation or imposition of any Liens on any of the Units, except in both cases for any breach, violation, default or Lien that would not reasonably be duly and validly executed and delivered expected to interfere in any material respect with the performance by Seller Parent (assuming due authorization, of Seller Parent’s obligations hereunder or the consummation of the transactions contemplated by this Agreement. Seller Parent understands and acknowledges that Buyer is entering into this Agreement in reliance upon Seller Parent’s execution and delivery of this Agreement and the performance by each other party hereto and thereto), subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or to general principles Seller Parent of equityits obligations under this Section 6.14. (c) In the event Seller Parent hereby irrevocably designates or any of its successors or assigns (i) consolidates with or merges into any other Person and appoints Seller shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any successor thereof to receivePerson, accept and acknowledge for and on its behalfthen, and in respect either such case, proper provision shall be made so that the successors and assigns of its property, service Seller Parent shall assume all of any and all legal process, summons, notices and documents which may be served the obligations set forth in any claim by or before any Governmental Authority arising out of or in connection with this Agreement. (Signature page follows)Section 6.14.

Seller Parent Guaranty. (a) Seller Parent fully, irrevocably and unconditionally guarantees to Purchaser, as a primary obligor and not merely as a surety, the full, complete and timely compliance with and performance when due by Seller of all agreements, covenants and of Seller’s obligations of Seller from time to time under this Agreement (the “Seller Obligations”; such guaranty, the “Seller Parent Guaranty”)Agreement. The Seller Obligations shall include Seller’s obligation to satisfy all obligations of Seller arising in connection with this Agreement, in each case, when and to To the extent thatpermitted by applicable Law of any Governmental or Regulatory Authority, any of the same shall become due and payable or performance of, or compliance with, any of the same shall be required. Seller Parent hereby acknowledges and agrees that the Seller Parent Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty waives all defenses of performance and not of collection only, and compliance by Seller of the Seller Obligations when required and otherwise due under this Agreement is in no way conditioned a surety or contingent upon any attempt guarantor to enforce such performance, compliance or payment by a guaranteed party upon any other condition or contingencywhich it may be entitled. Seller Parent hereby waives any right to require notice of all of Seller’s obligations and the acceptance of this guaranty by Purchaser. Seller Parent hereby waives protest, presentment, demand for payment, notice of default or non-payment and notice of dishonor. This shall be a proceeding first against Seller. The Seller Obligations continuing guaranty and Purchaser shall not be subject obliged to exhaust its recourse against Seller or any reduction, limitation, impairment guaranty or termination for any reason (other than by indefeasible payment or security that it may hold before being entitled to performance in full from Seller Parent of the obligations hereby guaranteed. This is a guaranty of payment and not merely collection. This guaranty is irrevocable. Seller Obligations) and shall not be subject to Parent further agrees that in the event any discharge payment made by Seller under this Agreement in respect of any obligation of Seller from hereunder is recovered from, or repaid by, Purchaser, in whole or in part in any of the Seller Obligations in a bankruptcy bankruptcy, insolvency, or similar proceeding (except instituted by indefeasible payment or performance in full of the Seller Obligations). The Seller Parent Guaranty against Seller, this guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any fully applicable to such obligation or liability is rescinded be reinstated to the same extent as though the payment so recovered or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwise. (b) repaid had never been originally made on such obligation. Seller Parent agrees that it will not exercise any rights of subrogation that it may acquire due to its payment of an obligation of Seller unless and until Purchaser shall have been paid in full hereunder. In the event that Seller Parent shall receive any payment on account of such rights of subrogation while any portion of the obligations guaranteed hereby remains outstanding, Seller Parent agrees to pay all such amounts so received to Purchaser to be applied to the payment of the obligations payable hereunder. Any action to enforce this guaranty must be bought in the courts referred to in the first sentence of Section 11.14 and all the provisions of Sections 11.13, 11.14, and 11.15 shall apply to this guaranty. Seller Parent hereby represents and warrants that: that (i) it is a corporation duly incorporated, organized and validly existing and in good standing under the applicable Laws of the State Governmental or Regulatory Authorities of Delaware its jurisdiction of organization and has full all necessary power (corporate power or otherwise) and authority to execute and deliver enter into the guaranty set forth in this Agreement and each other Transaction Document to which it is a party, to perform carry out its obligations hereunder under this guaranty and thereunder and to consummate the transactions contemplated hereby and thereby, including the Seller Parent Guaranty; (ii) the execution and delivery by Seller Parent of this Agreement and each other Transaction Document to which it is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action required of Seller Parent and no other corporate proceedings on the part of Seller Parent are necessary to authorize this Agreement or any other Transaction Document or to consummate the transactions contemplated hereby or thereby; and (iii) guaranty contained in this Agreement has been, and when executed, each of the other Transaction Documents to which Seller Parent is a party will be been duly and validly executed and delivered by Seller Parent Parent, and (assuming due authorization, execution and delivery by each other party hereto Purchaser) this guaranty constitutes a legal, valid and thereto)binding obligation of Seller Parent enforceable against Seller Parent in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to laws affecting creditors’ rights generally or to general principles generally. The provisions of equity. (c) this Section 11.09 shall not subject Seller Parent hereby irrevocably designates and appoints to any greater liability than that for which Seller and any successor thereof to receive, accept and acknowledge for and on its behalfwould have been liable, and in respect Seller Parent shall be entitled to rely upon any right of its propertyset off, service counterclaim or other equitable claim under this Agreement on which Seller would have been entitled to rely. The provisions of this Section 11.09 shall terminate upon any and all legal process, summons, notices and documents which may be served in any claim by or before any Governmental Authority arising out termination of or in connection with this Agreement. (Signature page follows).

Seller Parent Guaranty. (a) Seller Parent fully(i) absolutely, unconditionally and irrevocably and unconditionally guarantees to Purchaserguarantees, as a primary obligor principal and not merely as a surety, to the full, complete Purchaser Group the due and timely compliance with and performance by Sellers of all Sellers’ covenants, agreements, covenants obligations, commitments, undertakings, and obligations of Seller from time indemnities given or undertaken or expressed to time be given or undertaken under this Agreement (the “Seller Obligations”; such guarantycollectively, the “Seller Parent GuarantyGuaranteed Obligations”). The Seller Obligations , and (ii) shall include indemnify the Purchaser Group and hold the Purchaser Group harmless against any Damages which the Purchaser Group may suffer, sustain or become subject to as a result of any Seller’s obligation failure to satisfy all obligations of Seller arising in connection with this Agreement, in each case, when and to the extent that, any of the same shall become due and payable or performance of, or compliance with, any of the same shall be required. Seller Parent hereby acknowledges and agrees that the Seller Parent Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty of performance and not of collection only, and compliance by Seller of the Seller Obligations when required and otherwise due under this Agreement is in no way conditioned or contingent upon any attempt to enforce such performance, compliance or payment by a guaranteed party upon any other condition or contingency. Seller Parent hereby waives any right to require a proceeding first against Seller. The Seller Obligations shall not be subject to any reduction, limitation, impairment or termination for any reason (other than by indefeasible payment or performance in full of the Seller Obligations) and shall not be subject to any discharge of Seller from any of the Seller Obligations in a bankruptcy or similar proceeding (except by indefeasible payment or performance in full of the Seller Obligations). The Seller Parent Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of perform any such obligation Guaranteed Obligations or liability is rescinded or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwiseenforcing this Section 9.17. (b) Seller Parent represents and warrants that: (i) it is a corporation duly incorporated, validly existing and in good standing under the applicable Laws of the State of Delaware and has full corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Seller Parent Guaranty; (ii) the execution and delivery The guarantee provided by Seller Parent in this Section 9.17 shall be a continuing guarantee, shall be independent of this Agreement any other remedy any Purchaser or Purchaser Parent may have to enforce the Guaranteed Obligations, and each other Transaction Document to which it is a partyshall be operative and binding notwithstanding that at any time or times the Guaranteed Obligations shall cease or terminate, the performance by Seller of its obligations hereunder and thereunder and the consummation guarantee herein provided will not be considered as wholly or partially satisfied by Seller the intermediate payment or satisfaction at any time of all or any part of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action required Guaranteed Obligations. The liability of Seller Parent under this Section 9.17 will not be discharged, diminished or in any way affected by any circumstance which might otherwise constitute, in whole or in part, a defense available to, or a discharge of, any Seller in respect of the Guaranteed Obligations; provided, however, that the obligations and no other corporate proceedings on the part liability of Seller Parent are necessary to authorize under this Agreement or any other Transaction Document or to consummate the transactions contemplated hereby or thereby; and (iii) this Agreement has been, and when executed, each of the other Transaction Documents to which Seller Parent is a party will Section 9.17 shall be duly and validly executed and delivered by Seller Parent (assuming due authorization, execution and delivery by each other party hereto and thereto), subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating the same express limitations and conditions as apply to creditorsthe Sellers’ rights generally or to general principles of equity. (c) Seller Parent hereby irrevocably designates and appoints Seller and any successor thereof to receive, accept and acknowledge for and on its behalf, and obligations in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any claim by or before any Governmental Authority arising out of or in connection with the Guaranteed Obligations under this Agreement. (Signature page follows).

Seller Parent Guaranty. (a) Seller Parent fullyguarantees irrevocably, irrevocably absolutely and unconditionally guarantees to Purchaser, and as a primary obligor and not merely as a suretyobligation that Sellers shall fully, the full, complete completely and timely compliance pay and perform all their obligations and assume all their Liabilities as and when the same shall become due (i) to Buyer pursuant to this Agreement (including with respect to any post-Closing purchase price adjustment contemplated by Section 2.3) and performance (ii) to Buyer Indemnified Parties pursuant to Section 8.2(a) of all agreements, covenants and obligations of Seller from time to time under this Agreement (the “Seller Guaranteed Obligations”; such guaranty, the “Seller Parent Guaranty”). The Seller Obligations Guaranteed Obligations, and any of them, shall include Sellerconclusively be deemed to have been created, contracted or incurred in reliance upon the guarantees of Seller Parent set forth in this Section 6.14(a). (b) This Section 6.14 is a guaranty of payment and performance and not of collection. Without waiving any of Seller Parent’s obligation rights expressly provided hereunder (including under Section 6.14(c)), the guaranty provided for herein is effective as a waiver of, and Seller Parent hereby expressly waives, any and all rights to satisfy which it (i) may otherwise have been entitled under any suretyship Laws in effect from time to time in the State of New York, (ii) any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by Buyer, and (iii) promptness, diligence, acceptance, presentment, demand, protest and any notice of any kind not expressly and specifically provided for herein. The obligations of Seller arising Parent hereunder shall be continuing, absolute and unconditional and, without limiting the generality of the foregoing, so long as any portion of the Seller Guaranteed Obligations shall remain outstanding, shall not be released, discharged or otherwise affected by (except as set forth in connection with and subject to Section 6.14(c)) (A) any invalidity, illegality or unenforceability against Sellers of this Agreement, in each casethe Transaction Documents or any other agreement executed pursuant hereto or thereto; (B) any modification, when and amendment, restatement, waiver or rescission of, or any consent to the extent thatdeparture from, any of the same shall become due and payable terms of this Agreement, the Transaction Documents or performance of, any other agreement executed pursuant hereto or compliance with, thereto; (C) any exercise or non-exercise by Buyer of the same shall be required. Seller Parent hereby acknowledges and agrees that the Seller Parent Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty of performance and not of collection only, and compliance by Seller of the Seller Obligations when required and otherwise due any right or privilege under this Agreement is in no way conditioned Agreement, the Transaction Documents or contingent upon any attempt to enforce such performance, compliance or payment by a guaranteed party upon any other condition agreement executed pursuant hereto or contingency. thereto or any notice of such exercise or non-exercise; (D) any extension, renewal, settlement, compromise, waiver or release in respect of any Seller Parent hereby waives any right to require a proceeding first against Seller. The Seller Obligations shall not be subject to any reductionGuaranteed Obligation, limitation, impairment by operation of law or termination for any reason (other than by indefeasible payment or performance in full of the Seller Obligations) and shall not be subject to any discharge of Seller from any of the Seller Obligations in a bankruptcy or similar proceeding (except by indefeasible payment or performance in full of the Seller Obligations). The Seller Parent Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time paymentotherwise, or any part thereof, assignment of any such obligation Seller Guaranteed Obligation by Buyer or liability is rescinded any of its Affiliates; (E) any change in the corporate existence structure or must otherwise be restored by Purchaser ownership of Sellers; (F) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Sellers or their respective assets or any resulting release or discharge of any Seller Guaranteed Obligation; (G) any requirement that Buyer or any of its Affiliates upon or Buyer’s Parent exhaust any right or remedy or take any action against Sellers or any other Person before seeking to enforce the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwise. (b) Seller Parent represents and warrants that: (i) it is a corporation duly incorporated, validly existing and in good standing under the applicable Laws of the State of Delaware and has full corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Seller Parent Guaranty; (ii) the execution and delivery by Seller Parent of this Agreement and each other Transaction Document to which it is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action required of Seller Parent and no under this Section 6.14; (H) the existence of any defense, set-off or other corporate proceedings on rights (other than a defense of payment or performance) that Seller Parent may have at any time against Sellers or any other Person, whether in connection herewith or any unrelated transactions; (I) any other act or failure to act or delay of any kind by Sellers or any other Person; or (J) any other circumstance whatsoever that might, but for the part provisions of this Section 6.14, constitute a legal or equitable discharge of the Seller Guaranteed Obligations or the obligations of Seller Parent are necessary to authorize this Agreement or any other Transaction Document or to consummate the transactions contemplated hereby or thereby; and (iii) this Agreement has beenhereunder, and when executed, each including all defenses of the other Transaction Documents to which Seller Parent is a party will be duly and validly executed and delivered by Seller Parent (assuming due authorization, execution and delivery by each other party hereto and thereto), subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equitysurety. (c) The obligation of Seller Parent hereby irrevocably designates under this Section 6.14 is specifically limited to payment and appoints Seller and any successor thereof to receive, accept and acknowledge for and on its behalf, and performance in respect of its propertythe Seller Guaranteed Obligations required to be made by Sellers under this Agreement, service of subject to any and all legal processrights, summonsset-offs, notices offsets, claims, counterclaims, limitations, qualifications and documents which may other defenses, solely to the extent that each of the foregoing are available to Sellers under this Agreement. To the extent Sellers are relieved of all or any portion of the Seller Guaranteed Obligations by satisfaction thereof (including by any payment hereunder) or pursuant to any express written agreement between Buyer and Sellers, Seller Parent shall be served in similarly relieved, to such extent, of its obligations under this Section 6.14. Seller Parent has no obligation to any claim by or before any Governmental Authority Person relating to, arising out of or in connection with this Agreement. (Signature page follows)Section 6.14 or otherwise under this Agreement or the Transaction Documents, other than as expressly set forth herein.

Seller Parent Guaranty. (a) Seller Parent fullyhereby irrevocably, irrevocably absolutely and unconditionally guarantees to Purchaserguarantees, as a primary obligor and not merely as a surety, (i) the full, complete full and timely compliance with and performance of all agreements, covenants and obligations of Seller from time to time that may arise under this Agreement and any other Transaction Documents and (ii) the full and timely payment of any amounts due and payable by Seller under the provisions of this Agreement after the Execution Date, when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (collectively, the “Seller Obligations”; such guaranty, the “Seller Parent Guaranty”). The Seller Obligations shall include Seller’s are valid and in full force and effect and constitute the valid and binding obligation to satisfy all obligations of Seller arising Parent, enforceable in connection accordance with this AgreementSection 6.8. (b) The Seller Obligations are a guaranty of payment and performance, in each caseand not of collection, when and to the extent that, any of the same shall become due and payable or performance of, or compliance with, any of the same shall be required. Seller Parent hereby acknowledges and agrees that the obligations, covenants, agreements and duties of Seller Parent Guaranty constitutes an absolutehereunder shall not be released, presentaffected or impaired in any way by the voluntary or involuntary liquidation, primarysale or disposition of any assets of Seller, continuing and unconditional guaranty or the merger or consolidation of performance and not of collection onlySeller with any other Person. Notwithstanding the foregoing, and compliance by Seller of or anything express or implied in this Section 6.8 or otherwise, the Seller Obligations when required shall terminate and otherwise due under this Agreement is in no way conditioned or contingent upon any attempt to enforce such performance, compliance or payment by a guaranteed party upon any other condition or contingency. Seller Parent hereby waives any right shall have no further obligations with respect to require a proceeding first against Seller. The Seller Obligations shall not be subject to any reduction, limitation, impairment or termination for any reason (other than by indefeasible payment or performance in full of the Seller Obligations) and shall not be subject to any discharge of Seller from any of the Seller Obligations in a bankruptcy or similar proceeding (except by indefeasible payment or performance in full as of the Seller Obligations). The Seller Parent Guaranty shall continue earliest to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, occur of any such obligation or liability is rescinded or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwise. (b) Seller Parent represents and warrants that: (i) it is a corporation duly incorporated, validly existing and in good standing under the applicable Laws date of the State termination of Delaware and has full corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a partyin accordance with its terms, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Seller Parent Guaranty; (ii) the execution date that such Seller Obligations have been fully paid or finally and delivery by Seller Parent completely resolved in accordance with the terms of this Agreement or (iii) a written agreement among the Buyer and each other Transaction Document to which it is a party, Seller Parent terminating the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action required liabilities of Seller Parent and no other corporate proceedings on the part of Seller Parent are necessary to authorize under this Agreement or any other Transaction Document or to consummate the transactions contemplated hereby or thereby; and (iii) this Agreement has been, and when executed, each of the other Transaction Documents to which Seller Parent is a party will be duly and validly executed and delivered by Seller Parent (assuming due authorization, execution and delivery by each other party hereto and thereto), subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equitySection 6.8. (c) Seller Parent hereby irrevocably designates represents and appoints Seller warrants to Buyer as follows: (i) the representations and any successor thereof to receivewarranties contained in Sections 4.1, accept and acknowledge for and on its behalf4.2, and 4.3(a) are true and correct as of the Execution Date and as of the Closing as if made at and as of the Closing, applying such representations and warranties to Seller Parent mutatis mutandis; and (ii) Seller Parent has or has immediately available access to, and, for so long as this Section 6.8 shall remain in respect effect in accordance with its terms, Seller Parent shall have or have immediately available access to, funds sufficient to satisfy all of its propertyobligations hereunder. (d) Seller Parent shall not transfer or assign, service of any and all legal process, summons, notices and documents which may be served in any claim by or before any Governmental Authority arising out of whole or in connection with part, any of its obligations under this AgreementSection 6.8. (Signature page follows)Seller Parent acknowledges and agrees that the terms of Article X and Article XI shall apply to Seller Parent as if it were entering into this Agreement as Seller.

Seller Parent Guaranty. (a) Seller Parent fully, irrevocably hereby absolutely and unconditionally guarantees (except for any conditions contained in this Section 13.01) to Purchaser, as a primary obligor and not merely as a surety, Buyer the full, complete and timely compliance with payment and performance when due of all agreementsobligations, covenants liabilities and obligations indebtedness of any kind, nature and description of Seller from time to time and Seller’s successors and assigns under this Agreement (the “Seller Obligations”; such guaranty, the “Seller Parent Guaranty”). The Seller Obligations shall include Seller’s obligation to satisfy all obligations of Seller arising in connection with this Agreement, in each case, when and to the extent that, any of the same shall become due and payable or performance of, or compliance with, any of the same shall be required. Seller Parent hereby acknowledges expressly waives any requirement that Buyer exhaust any right or take any action against Seller. In determining when payment, performance or discharge of obligation by Seller Parent is due, and the amount thereof, there shall be taken into account any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and set-offs Seller Parent or Seller may have under this Agreement. This is a guaranty of payment and performance and not merely of collection. Seller Parent’s obligations under this Section 13.01 are irrevocable. Seller Parent agrees that Buyer may at any time and from time to time, without notice to or further consent of Seller Parent, extend the time of payment of any of the obligations under this Section 13.01, and may also enter into any agreement with Seller for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms of this Agreement or of any agreement between Seller and Buyer without in any way impairing or affecting Seller Parent’s obligations under this Agreement. Seller Parent agrees that the obligations of Seller Parent Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty of performance and not of collection only, and compliance by Seller of the Seller Obligations when required and otherwise due under this Agreement is in no way conditioned or contingent upon any attempt to enforce such performance, compliance or payment by a guaranteed party upon any other condition or contingency. Seller Parent hereby waives any right to require a proceeding first against Seller. The Seller Obligations Section 13.01 shall not be subject released or discharged, in whole or in part, or otherwise affected by (a) the failure of Buyer to assert any reductionclaim or demand or to enforce any right or remedy against Seller or any other Person interested in the Transactions, limitation(b) any change in the time, impairment place or termination for manner of payment of any reason of the obligations or any rescission, 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 other agreement evidencing, securing or otherwise executed in connection with any of the obligations under this Section 13.01, (c) the addition, substitution or release of any entity or other Person interested in the Transactions, (d) any change in the corporate existence, structure or ownership of Seller Parent or any other Person interested in the Transactions, (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Seller or any other Person interested in the Transactions, (f) the existence of any claim, set-off or other right which Seller Parent may have at any time against the Buyer, whether in connection with the obligations under this Section 13.01 or otherwise (other than by indefeasible payment as specifically set forth in this Section 13.01), or performance in full (g) the adequacy of the Seller Obligations) and shall not be subject to any discharge other means Buyer may have of Seller from obtaining repayment of any of the Seller Obligations in a bankruptcy or similar proceeding (except by indefeasible payment or performance in full of the Seller Obligations). The Seller Parent Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any such obligation or liability is rescinded or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwiseobligations under this Section 13.01. (b) To the fullest extent permitted by applicable Law, Seller Parent represents hereby expressly waives any and warrants that: (i) it is a corporation duly incorporatedall rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by Buyer. Seller Parent waives promptness, validly existing and in good standing under the applicable Laws diligence, notice of the State of Delaware and has full corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Seller Parent Guaranty; (ii) the execution and delivery by Seller Parent acceptance of this Agreement Section 13.01 and each other Transaction Document to which it is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby obligations under this Section 13.01, presentment, demand for payment, notice of non-performance, default, dishonor and thereby have been duly protest, notice of any obligations under this Section 13.01 incurred and validly authorized and approved by all necessary corporate action required other notices of any kind (except for notices to be provided to Seller, Seller Parent and no other corporate proceedings on the part of Seller Parent are necessary to authorize its counsel in accordance with this Agreement or any other Transaction Document or to consummate the transactions contemplated hereby or thereby; and (iii) this Agreement has been, and when executed, each of the other Transaction Documents to which Seller Parent is a party will be duly and validly executed and delivered by Seller Parent (assuming due authorization, execution and delivery by each other party hereto and theretoapplicable Law), subject to all defenses which may be available by virtue of any applicable bankruptcyvaluation, insolvency, reorganizationstay, moratorium law or other similar Laws law now or hereafter in effect relating effect, any right to creditors’ rights generally or to general principles require the marshalling of equity. (c) assets of Seller Parent hereby irrevocably designates and appoints Seller and or any successor thereof to receive, accept and acknowledge for and on its behalfother Person interested in the Transactions, and in respect all suretyship defenses generally (other than defenses to the payment of its property, service of any and all legal process, summons, notices and documents which may be served in any claim by the obligations that are available to Seller Parent or before any Governmental Authority arising out of or in connection with Seller under this Agreement). (Signature page follows)Seller Parent acknowledges that it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Section 13.01 are knowingly made in contemplation of such benefits. Seller Parent acknowledges and agrees that all provisions of this Agreement shall apply for all purposes of interpreting and enforcing the provisions of this Section 13.01.

Seller Parent Guaranty. (a) The Seller Parent fully, irrevocably and unconditionally guarantees to Purchaser, as a primary obligor and not merely as a surety, the full, complete and timely compliance with and performance of all agreements, covenants and obligations of Seller from time to time under this Agreement (the “Seller Obligations”; such guaranty, the “Seller Parent Guaranty”). The Seller Obligations shall include Seller’s obligation to satisfy all obligations of Seller arising in connection with this Agreement) each and every representation, in each casewarranty, when covenant, agreement, responsibility, obligation, and to the extent that, any liability of the same shall become due Seller and payable or the Property Owner and the full and timely performance of, or compliance with, any of their respective responsibilities and obligations under this Agreement and each of the same shall be requiredAncillary Documents to which either or both the Seller and/or the Property Owner is a party. This is a guarantee of payment and performance, and not merely of collection, and the Seller Parent hereby acknowledges and agrees that the Seller Parent Guaranty constitutes an absolute, present, primary, continuing this guarantee is full and unconditional guaranty of performance and not of collection onlyunconditional, and compliance by Seller no release or extinguishment of the Seller Obligations when required and otherwise due under Seller’s or the Property Owner’s obligations or liabilities (other than in accordance with the terms of this Agreement is or the relevant Ancillary Document, as applicable), whether by decree in no way conditioned any bankruptcy proceeding or contingent upon any attempt to enforce such performanceotherwise, compliance or payment by a guaranteed party upon any other condition or contingencyshall affect the continuing validity and enforceability of this guarantee. The Seller Parent hereby waives waives, for the benefit of the Buyer, (a) any right to require the Buyer, as a proceeding first against Seller. The Seller Obligations shall not be subject to any reduction, limitation, impairment or termination for any reason (other than by indefeasible condition of payment or performance in full of by the Seller Obligations) and shall not be subject Parent, to any discharge of Seller from any of proceed against the Seller Obligations in a bankruptcy or similar proceeding the Property Owner or pursue any other remedies whatsoever and (except b) to the fullest extent permitted by indefeasible payment Law, any defenses or performance in full benefits that may be derived from or afforded by Law that limit the liability of the Seller Obligations)or exonerate guarantors or sureties. The Seller Parent Guaranty shall continue to be effective or be reinstated, as understands that the case may be, if at any time payment, or any part thereof, of any such obligation or liability Buyer is rescinded or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwiserelying on this guarantee in entering into this Agreement. (b) The Seller Parent represents and warrants that: (i) it is a corporation duly incorporated, validly existing and in good standing under the applicable Laws of the State of Delaware and has full all requisite corporate power and authority to execute execute, deliver and deliver this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Seller Parent Guaranty; (ii) the execution and delivery by . This Seller Parent of this Agreement and each other Transaction Document to which it is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action required of Seller Parent and no other corporate proceedings on the part of Seller Parent are necessary to authorize this Agreement or any other Transaction Document or to consummate the transactions contemplated hereby or thereby; and (iii) this Agreement has been, and Guaranty when executed, each of the other Transaction Documents to which Seller Parent is a party will be duly and validly executed and delivered by the Seller Parent, shall constitute, a valid and legally binding obligation of the Seller Parent (assuming due authorization, execution that this Agreement and delivery by each the Ancillary Documents constitute valid and legally binding obligations of the other party hereto and parties thereto), subject to any enforceable in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent transfer and similar Laws now or hereafter in effect of general applicability relating to or affecting creditors’ rights generally rights, or to by general equity principles, including principles of equitycommercial reasonableness, good faith and fair dealing. (c) Seller Parent hereby irrevocably designates and appoints Seller and any successor thereof to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any claim by or before any Governmental Authority arising out of or in connection with this Agreement. (Signature page follows)

Seller Parent Guaranty. Subject to the terms and conditions of this Agreement, Seller Parent hereby guarantees the payment and performance of Seller’s obligations under this Agreement solely with respect to Seller’s indemnification obligations with respect to the Excluded Liability under Section 11.2(b) (the “Financial Security”). The Financial Security is valid and in full force and effect and constitutes the valid and binding obligation of Seller Parent, enforceable in accordance with its terms. The Financial Security is an irrevocable guarantee of payment and performance (and not of collection) of any Losses incurred by the Buyer Indemnified Parties in connection with Seller’s indemnification obligations with respect to the Excluded Liability under Section 11.2(b), and shall continue in effect in accordance with the terms of this Agreement. The obligations of Seller Parent hereunder shall not be affected by or contingent upon (a) the liquidation or dissolution of, or the merger or consolidation of Seller Parent fully, irrevocably and unconditionally guarantees to Purchaser, as a primary obligor and not merely as a surety, the full, complete and timely compliance or its Affiliates with and performance or into any Person or any sale or transfer by Seller or its Affiliate of all agreementsor any part of its property or assets, covenants and obligations (b) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting Seller or its Affiliates, or (c) any disability or any other defense of Seller from time or any other Person (with or without notice) which might otherwise constitute a legal or equitable discharge of a surety or a guarantor or otherwise. In connection with the foregoing, in the event of a default or failure to time perform or make payment of the Financial Security by Seller when due under this Agreement (the “Seller Obligations”; such guaranty, the “after any cure period set forth in this Agreement) or any other occurrence that might require Seller Parent Guaranty”). The Seller Obligations shall include Seller’s obligation to satisfy all obligations of Seller arising in connection with this Agreement, in each case, when and make payment(s) pursuant to the extent thatterms herein, any Buyer shall be required to submit written notice to Seller Parent describing in reasonable detail (i) the default or failure on the part of Seller, (ii) the same Financial Security to be paid and the amount of such Financial Security and (iii) Buyer’s payment instructions including bank name, bank routing number and bank account number. Within fifteen (15) Business Days receipt of such written notice, Seller Parent shall become due and payable or performance ofbe required to, or compliance withshall cause Seller to, any of complete the same shall be required. Seller Parent hereby acknowledges and agrees that performance or make the Seller Parent Guaranty constitutes an absolute, present, primary, continuing and unconditional guaranty of performance and not of collection only, and compliance by Seller of the Seller Obligations when required and otherwise payment due under this Agreement is in no way conditioned or contingent upon any attempt to enforce such performanceBuyer. Notwithstanding anything to the contrary contained herein, compliance or payment by a guaranteed party upon any other condition or contingency. all of Seller Parent hereby waives any right to require a proceeding first against Seller. The Seller Obligations Parent’s obligations under this Section 12.18 shall not be subject to any reductionthe terms, limitation, impairment or termination for any reason (other than by indefeasible payment or performance survival and limitations set forth in full Article XI of the Seller Obligations) and shall not be subject to any discharge of Seller from any of the Seller Obligations in a bankruptcy or similar proceeding (except by indefeasible payment or performance in full of the Seller Obligations). The Seller Parent Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any such obligation or liability is rescinded or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwise. (b) Seller Parent represents and warrants that: (i) it is a corporation duly incorporated, validly existing and in good standing under the applicable Laws of the State of Delaware and has full corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Seller Parent Guaranty; (ii) the execution and delivery by Seller Parent of this Agreement and each other Transaction Document to which it is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action required of Seller Parent and no other corporate proceedings on the part of Seller Parent are necessary to authorize this Agreement or any other Transaction Document or to consummate the transactions contemplated hereby or thereby; and (iii) this Agreement has been, and when executed, each of the other Transaction Documents to which Seller Parent is a party will be duly and validly executed and delivered by Seller Parent (assuming due authorization, execution and delivery by each other party hereto and thereto), subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity. (c) Seller Parent hereby irrevocably designates and appoints Seller and any successor thereof to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any claim by or before any Governmental Authority arising out of or in connection with this Agreement. ([Signature page follows)]

Seller Parent Guaranty. (a) Seller Parent fullyGuarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to Purchaser, for the benefit of Buyer (as a primary obligor and not merely as a surety, ) the full, punctual and complete and timely compliance with and performance payment when due of all agreements, covenants and payment obligations of Seller from time to time Buyer under this Agreement at present or in the future, whether incurred solely or jointly with any other person (the “Seller Obligations”; such guarantycollectively, the “Seller Parent GuarantyGuaranteed Obligations”). The Seller Obligations shall include Seller’s obligation to satisfy all obligations of Seller arising in connection with this Agreement, in each case, when and to the extent that, any of the same shall become due and payable or performance of, or compliance with, any of the same shall be required. Seller Parent Guarantor hereby acknowledges and agrees that the Seller Parent Guaranty constitutes guaranty set forth in the preceding sentence is an absolute, present, primary, continuing irrevocable and unconditional guaranty of performance payment and is not a guaranty of collection onlycollection. Notwithstanding any provision to the contrary in this Agreement, the obligations of Guarantor pursuant to this Agreement shall terminate and compliance by Seller no longer be in effect as of the Seller Obligations when required and otherwise due under this Agreement date that is in no way conditioned or contingent upon any attempt to enforce such performancethree (3) years after the Closing Date, compliance or payment by a guaranteed party upon any other condition or contingency. Seller Parent hereby waives any right to require a proceeding first against Seller. The Seller Obligations shall not be subject to any reduction, limitation, impairment or termination than for any reason (other than by indefeasible payment or performance in full of the Seller Obligations) and shall not be subject claim that is made pursuant to any discharge of Seller from any of the Seller Obligations in a bankruptcy or similar proceeding (except by indefeasible payment or performance in full of the Seller Obligations). The Seller Parent Guaranty shall continue this Section 10.14 prior to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any such obligation or liability is rescinded or must otherwise be restored by Purchaser or any of its Affiliates upon the bankruptcy or reorganization of Seller, any of its Subsidiaries or otherwisedate. (b) In the event of any default, breach, or other failure by Seller Parent represents in payment of the Guaranteed Obligations, of any part thereof, when such payment became due, Guarantor shall, within thirty (30) Business Days after receipt of a written demand for payment from Buyer and warrants that: without further notice of nonpayment, or any other notice whatsoever, as applicable, pay the amount due in respect of such Guaranteed Obligations to the applicable Buyer Indemnified Party, and it shall not be necessary for Buyer, in order to enforce such payment by Guarantor pursuant to Section 10.14(a), to (i) it is a corporation duly incorporatedinstitute any suit, validly existing and in good standing or pursue or exhaust any rights or remedies against Seller or any other Person liable for such payment under this Agreement or otherwise, including pursuing or exhausting any rights or remedies with respect to any security or collateral, or (ii) join Seller for the applicable Laws payment of the State Guaranteed Obligations or any part thereof in any action to enforce this guaranty, or to resort to any other means of Delaware obtaining payment of the Guaranteed Obligations under this Agreement or otherwise, and has full corporate Guarantor expressly waives diligence, presentment and demand on Seller for payment, and protest, notice (excluding any notice of demand pursuant to this Section 10.14(b), and including notice of any modification hereunder or increase or other modification to the Guaranteed Obligations, and notice of any defaults by or disputes with Seller), and filing of claims with a Governmental Entity in the event of the merger or bankruptcy of Seller. Guarantor hereby expressly waives to the fullest extent permitted by Law any defenses, now or in the future, based upon (A) the bankruptcy, reorganization, dissolution, liquidation, insolvency or other similar proceeding with respect to Seller; (B) the absence of Seller’s power and or authority to execute and deliver enter into this Agreement or the Transaction Documents and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Seller Parent Guarantyor thereunder; (iiC) any change to the execution and delivery by Seller Parent of this Agreement and each other Transaction Document name, corporate form, or control of, or ownership interests in, Seller; (D) any change in or amendment to which it is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller any of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action required terms of Seller Parent and no other corporate proceedings on the part of Seller Parent are necessary to authorize this Agreement or any other Transaction Document or liability of Seller to consummate Buyer hereunder or thereunder; (E) defenses based upon the transactions contemplated hereby invalidity or thereby; and (iii) unenforceability of all or any portion of Seller’s obligations under this Agreement has been, and when executed, each of or the other Transaction Documents to which or any agreement, approval or consent relating thereto; or (F) any other defense expressly waived by Guarantor or Seller Parent is a party will be duly and validly executed and delivered by Seller Parent (assuming due authorization, execution and delivery by each other party hereto and thereto), subject to any applicable bankruptcy, insolvency, reorganization, moratorium in this Agreement or similar Laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equitythe Transaction Documents. (c) Seller Parent Guarantor hereby irrevocably designates represents and appoints Seller warrants to Buyer as of the Execution Date and any successor thereof to receiveas of the Closing Date, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any claim by or before any Governmental Authority arising out of or in connection with this Agreement. (Signature page as follows):