Common use of CHANGES IN OBLIGATIONS, CERTAIN WAIVERS Clause in Contracts

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub or any such other person without in any way impairing or affecting this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other entity or person interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations, (c) the addition, substitution or release of any other entity or person interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other entity or person interested in the transactions contemplated by the Merger Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or any other entity or person interested in the transactions contemplated in the Merger Agreement; (f) the existence of any claim, set-off or other rights which the Guarantor may have at any time against Parent, Merger Sub or the Company, whether in connection with the Obligations or otherwise; or (g) the adequacy of any other means the Company may have of obtaining payment of the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub in accordance with Section 8.7 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub or any other entity or other person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its Subsidiaries or defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Company of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company hereby agrees that, to the extent Parent and Merger Sub are relieved of their obligations under Section 7.6(c) of the Merger Agreement, the Guarantor shall be similarly relieved of its Obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub or any such other person without in any way impairing or affecting this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other entity or person interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations, (c) the addition, substitution or release of any other entity or person interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other entity or person interested in the transactions contemplated by the Merger Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or any other entity or person interested in the transactions contemplated in the Merger Agreement; (f) the existence of any claim, set-off or other rights which the Guarantor may have at any time against Parent, Merger Sub or the Company, whether in connection with the Obligations or otherwise; or (g) the adequacy of any other means the Company may have of obtaining payment of the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub in accordance with Section 8.7 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub or any other entity or other person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its Subsidiaries or defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Company of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company hereby agrees that, that to the extent Parent and Merger Sub are relieved of their obligations under Section 7.6(c7.2(b) of the Merger Agreement, the Guarantor shall be similarly relieved of its Obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Limited Guarantor agrees that the Company may at any time and from time to time and at any time, without notice to or further consent of the Limited Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Parent, Merger Sub or with any other Person interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge extension, discharge, renewal, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Parent, Merger Sub or any such other person Person without in any way impairing or affecting the Limited Guarantor’s obligations under this Limited Guarantee. The Limited Guarantor agrees that the its obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the existence of any claim, set-off or other right which the Limited Guarantor may have at any time against Parent or Merger Sub, whether in connection with the Obligations or otherwise; (b) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement; (c) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Parent, Merger Sub or any other entity or person Person interested in the transactions contemplated by the Merger Agreement; (bd) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement; (e) the addition, substitution or release of any Person to or from this Limited Guarantee, the Merger Agreement, or any related agreement or document (provided that any such addition, substitution or release shall be subject to the prior written consent of Parent and Merger Sub to the extent required under the Merger Agreement); (f) the adequacy of any other means the Company may have of obtaining payment of any of the Obligations; or (g) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the ObligationsObligations (provided that any such change, (c) rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to the addition, substitution or release prior written consent of any other entity or person interested in Parent and Merger Sub to the transactions contemplated by extent required under the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other entity or person interested in the transactions contemplated by the Merger Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or any other entity or person interested in the transactions contemplated in the Merger Agreement; (f) the existence of any claim, set-off or other rights which the Guarantor may have at any time against Parent, Merger Sub or the Company, whether in connection with the Obligations or otherwise; or (g) the adequacy of any other means the Company may have of obtaining payment of the Obligations). To the fullest extent permitted by law, the Limited Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Limited Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Parent, Merger Sub and their counsel in accordance with Section 8.7 of the Merger Agreement), any right to require the marshalling of assets of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub or any other entity or other person interested in the transactions contemplated by the Merger Agreement, effect and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its Subsidiaries or Subsidiaries, defenses to the payment of the Obligations that are available to Parent or and Merger Sub under the Merger Agreement or breach by the Company of this Limited Guarantee). The Limited Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Notwithstanding anything The Limited Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of the Limited Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent, Merger Sub or such other Person, 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 Parent, Merger Sub or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in cash. If any amount shall be paid to the contrary contained Limited Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of the Limited Guarantor and shall forthwith be paid or delivered to the Company hereby agrees that, in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the extent Parent Obligations and Merger Sub are relieved of their obligations all other amounts payable under Section 7.6(c) this Limited Guarantee, in accordance with the terms of the Merger Agreement, the Guarantor shall whether matured or unmatured, or to be similarly relieved of its held as collateral for any Obligations or other amounts payable under this Limited GuaranteeGuarantee thereafter arising.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Company Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment or performance of any of the Obligations, and may also make any agreement with Parent the Buyer, the Company or Merger Sub with any other Person interested in the transactions contemplated by the Purchase Agreement for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and the Buyer or the Company and Parent or Merger Sub or any such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuaranty, provided in each case, if the Buyer or the Company, as applicable, is no longer controlled by the Guarantor at the time thereof, the Guaranteed Party shall deliver written notice thereof to the Guarantor. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Company Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub the Buyer or any other entity or person Person interested in the transactions contemplated by the Merger Purchase Agreement; (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Purchase Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations, ; (c) the addition, substitution or release of any other entity or person Person interested in the transactions contemplated by the Merger Purchase Agreement; (d) any change in the corporate organizational existence, structure or ownership of Parent or Merger Sub the Buyer, the Company or any other entity or person Person interested in the transactions contemplated by the Merger Purchase Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub the Buyer or any other entity or person Person interested in the transactions contemplated in by the Merger Purchase Agreement; (f) the existence of any claim, set-off or other rights right which the Guarantor may have at any time against Parent, Merger Sub or the CompanyGuaranteed Party, whether in connection with the Obligations or otherwise; or (g) the adequacy of any other means the Company Guaranteed Party may have of obtaining payment repayment of any of the Obligations; (h) the value, genuineness, validity, or enforceability of the Purchase Agreement or any other agreement or instrument referred to herein or therein; or (i) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of Law or equity (other than as a result of payment and performance of the Obligations in accordance with their terms). To the fullest extent permitted by lawLaw, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law Law which would otherwise require any election of remedies by the CompanyGuaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee Guaranty and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub the Buyer in accordance with Section 8.7 11.3 of the Merger AgreementPurchase Agreement and notices required to be provided under this Guaranty), all defenses which may be available by virtue of any valuation, stay, moratorium law Law or other similar law Law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub Buyer, the Company or any other entity or other person Person interested in the transactions contemplated by the Merger Purchase Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its Subsidiaries or defenses to the payment or performance of the Obligations that are available to Parent or Merger Sub the Buyer under the Merger Agreement or breach by the Company of this Limited GuaranteePurchase Agreement). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Purchase Agreement and that the waivers set forth in this Limited Guarantee Guaranty are knowingly made in contemplation of such benefits. Notwithstanding anything The Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceedings asserting that this Guaranty is illegal, invalid or unenforceable in accordance with its terms, subject to (i) the contrary contained effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in this Limited Guarantee, the Company hereby agrees that, to the extent Parent and Merger Sub are relieved of their obligations under Section 7.6(c) of the Merger Agreement, the Guarantor shall be similarly relieved of its Obligations under this Limited Guaranteea proceeding in equity or at Law).

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub or any such other person Person without in any way impairing or affecting this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other entity or person interested in liable with respect to any of the transactions contemplated by the Merger AgreementObligations; (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Offer, the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations, ; (c) the addition, substitution or release of any other entity or person interested in liable with respect to any of the transactions contemplated by the Merger AgreementObligations; (d) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other entity or person interested in liable with respect to any of the transactions contemplated by the Merger AgreementObligations; (e) any insolvency, bankruptcy, reorganization reorganization, or other similar proceeding affecting Parent or Merger Sub or any other entity or person interested in liable with respect to any of the transactions contemplated in the Merger AgreementObligations; (f) the existence of any claim, set-off or other rights which the Guarantor may have at any time against Parent, Merger Sub or the Company, whether in connection with the Obligations or otherwise; or (g) the adequacy of any other means the Company may have of obtaining payment of the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub in accordance with Section 8.7 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub or any other entity or other person interested in liable with respect to any of the transactions contemplated by the Merger AgreementObligations, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its Subsidiaries or defenses to the payment of the Obligations that are available to Parent or Merger Sub under the terms of the Merger Agreement or breach by the Company of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Offer and the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company hereby agrees that, that to the extent Parent and Merger Sub are relieved of their obligations under Section 7.6(c) of with respect to the Merger AgreementParent Termination Fee, the Company Financing Expenses or the Company Note Repurchase Expenses, the Guarantor shall be similarly relieved of its Obligations under this Limited Guarantee but only to the same extent. The Guarantor hereby unconditionally and irrevocably waives, and agrees not to exercise, any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Guarantee, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent or Merger Sub, 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 Parent or Merger Sub, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and any amounts payable pursuant to Section 11 of this Guarantee shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and any amounts payable pursuant to Section 11 of this Guarantee, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and any amounts payable pursuant to Section 11 of this Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable pursuant to Section 11 of this Guarantee thereafter arising.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Limited Guarantor agrees that the Company may at any time and from time to time and at any time, without notice to or further consent of the Limited Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Parent, Merger Sub or with any other Person interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge extension, discharge, renewal, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Parent, Merger Sub or any such other person Person without in any way impairing or affecting the Limited Guarantor’s obligations under this Limited Guarantee. The Limited Guarantor agrees that the its obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the existence of any claim, set-off or other right which the Limited Guarantor may have at any time against Parent or Merger Sub, whether in connection with the Obligations or otherwise; (b) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement; (c) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Parent, Merger Sub or any other entity or person Person interested in the transactions contemplated by the Merger Agreement; (bd) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement; (e) the addition, substitution or release of any Person to or from this Limited Guarantee, the Merger Agreement, or any related agreement or document (provided that any such addition, substitution or release shall be subject to the prior written consent of Parent and Merger Sub to the extent required under the Merger Agreement); (f) the adequacy of any other means the Company may have of obtaining payment of any of the Obligations; or (g) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the ObligationsObligations (provided that any such change, (c) rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to the addition, substitution or release prior written consent of any other entity or person interested in Parent and Merger Sub to the transactions contemplated by extent required under the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other entity or person interested in the transactions contemplated by the Merger Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or any other entity or person interested in the transactions contemplated in the Merger Agreement; (f) the existence of any claim, set-off or other rights which the Guarantor may have at any time against Parent, Merger Sub or the Company, whether in connection with the Obligations or otherwise; or (g) the adequacy of any other means the Company may have of obtaining payment of the Obligations). To the fullest extent permitted by law, the Limited Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Limited Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Parent, Merger Sub and their counsel in accordance with Section 8.7 of the Merger Agreement), any right to require the marshalling of assets of Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub or any other entity or other person interested in the transactions contemplated by the Merger Agreement, effect and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its Subsidiaries or Subsidiaries, defenses to the payment of the Obligations that are available to Parent or and Merger Sub under the Merger Agreement or breach by the Company of this Limited Guarantee). The Limit ed Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Notwithstanding anything The Limited Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of the Limited Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent, Merger Sub or such other Person, 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 Parent, Merger Sub or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in cash. If any amount shall be paid to the contrary contained Limited Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of the Limited Guarantor and shall forthwith be paid or delivered to the Company hereby agrees that, in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the extent Parent Obligations and Merger Sub are relieved of their obligations all other amounts payable under Section 7.6(c) this Limited Guarantee, in accordance with the terms of the Merger Agreement, the Guarantor shall whether matured or unmatured, or to be similarly relieved of its held as collateral for any Obligations or other amounts payable under this Limited GuaranteeGuarantee thereafter arising.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub or any such other person Person without in any way impairing or affecting this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other entity or person interested in liable with respect to any of the transactions contemplated by the Merger AgreementObligations; (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Offer, the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations, ; (c) the addition, substitution or release of any other entity or person interested in liable with respect to any of the transactions contemplated by the Merger AgreementObligations; (d) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other entity or person interested in liable with respect to any of the transactions contemplated by the Merger AgreementObligations; (e) any insolvency, bankruptcy, reorganization reorganization, or other similar proceeding affecting Parent or Merger Sub or any other entity or person interested in liable with respect to any of the transactions contemplated in the Merger AgreementObligations; (f) the existence of any claim, set-off or other rights which the Guarantor may have at any time against Parent, Merger Sub or the Company, whether in connection with the Obligations or otherwise; or (g) the adequacy of any other means the Company may have of obtaining payment of the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub in accordance with Section 8.7 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub or any other entity or other person interested in liable with respect to any of the transactions contemplated by the Merger AgreementObligations, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its Subsidiaries or defenses to the payment of the Obligations that are available to Parent or Merger Sub under the terms of the Merger Agreement or breach by the Company of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Offer and the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company hereby agrees that, that to the extent Parent and Merger Sub are relieved of their obligations under Section 7.6(c) of with respect to the Merger AgreementParent Termination Fee, the Company Financing Expenses, the Company Note Repurchase Expenses or the CGEA Termination Fee, the Guarantor shall be similarly relieved of its Obligations under this Limited Guarantee but only to the same extent. The Guarantor hereby unconditionally and irrevocably waives, and agrees not to exercise, any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Guarantee, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent or Merger Sub, 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 Parent or Merger Sub, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and any amounts payable pursuant to Section 11 of this Guarantee shall have been paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and any amounts payable pursuant to Section 11 of this Guarantee, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and any amounts payable pursuant to Section 11 of this Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable pursuant to Section 11 of this Guarantee thereafter arising.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Company may at any time and may, in its sole discretion, from time to time and at any time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also make any agreement with Parent or Merger Sub Sub, for the extension, renewal, payment, compromise, discharge extension, discharge, renewal, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Company, Parent or and/or Merger Sub or any such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited GuaranteeGuaranty or affecting the validity or enforceability of this Limited Guaranty. The Guarantor agrees that the its obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent, Merger Sub, the Company or any of their respective affiliates, whether in connection with the Guaranteed Obligations or otherwise; (b) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (c) the failure or delay of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Parent, Merger Sub Sub, or any other entity or person interested in the transactions contemplated by the Merger Agreement; (bd) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (e) the addition, substitution or release of any person to or from this Limited Guaranty, the Merger Agreement, or any related agreement or document (provided, that any such addition, substitution or release shall be subject to the prior written consent of Parent and Merger Sub to the extent required under the Merger Agreement or such other agreement); (f) the adequacy of any other means the Company may have of obtaining payment of any of the Guaranteed Obligations; (g) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the ObligationsGuaranteed Obligations (provided, that any such change, rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to the prior written consent of Parent and Merger Sub to the extent required under the Merger Agreement or such other agreement); or (ch) subject to the additionsecond sentence of Section 1 hereof, substitution the value, genuineness, validity, illegality or release enforceability (other than due to fraud by the Company) according to its terms of any other entity or person interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other entity or person interested in the transactions contemplated by the Merger Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or any other entity or person interested in the transactions contemplated in the Merger Agreement; (f) the existence of any claim, set-off or other rights which the Guarantor may have at any time against Parent, Merger Sub or the Company, whether in connection with the Obligations or otherwise; or (g) the adequacy of any other means the Company may have of obtaining payment of the Obligations. To the fullest extent permitted by lawLaw, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law Law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (except for other than notices to be provided to Parent and or Merger Sub in accordance with Section 8.7 of pursuant to the Merger Agreement), any right to require the marshalling of assets of Parent, Merger Sub or any other person interested in the transactions contemplated by the Merger Agreement, all defenses which may be available by virtue of any valuation, stay, moratorium law Law or other similar law Law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub or any other entity or other person interested in the transactions contemplated by the Merger Agreement, effect and all suretyship defenses generally (other than provided that, notwithstanding anything in this Limited Guaranty to the contrary, the Guarantor shall be entitled to assert any defense or counterclaim which may be available (x) arising as a result of fraud or willful misconduct by the Company or any of its Subsidiaries subsidiaries, (y) to any claim hereunder that Parent or defenses to Merger Sub would have if the payment of the Obligations that are available to Company had made a claim directly against Parent or Merger Sub under the Merger Agreement Agreement, or (z) by virtue of a breach by the Company of this Limited GuaranteeGuaranty). The Guarantor hereby expressly waives any right to require the Company to proceed against Parent or Merger Sub or pursue any other remedy in the Company’s power whatsoever. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers waivers, agreements and other terms set forth in this Limited Guarantee Guaranty are knowingly made in contemplation and in consideration of such benefits. Notwithstanding anything benefits and that if any of such waivers, agreements and other terms are determined contrary to any applicable Law or public policy, such waivers, agreements and other terms shall be effective only to the contrary contained maximum extent permitted by applicable Law. The Guarantor agrees that it shall not assert, directly or indirectly, in any proceeding that this Limited GuaranteeGuaranty is illegal, invalid or unenforceable in accordance with its terms. The Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent, Merger Sub or such other person, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including, without limitation, the Company hereby agrees thatright to take or receive from Parent, Merger Sub or such other person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Limited Guaranty shall have been paid in full in cash. If any amount shall be paid to the extent Parent Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations and Merger Sub are relieved all other amounts payable under this Limited Guaranty, such amount shall be received and held in trust for the benefit of their obligations the Company, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under Section 7.6(c) this Limited Guaranty, in accordance with the terms hereof and of the Merger Agreement, the Guarantor shall whether matured or unmatured, or to be similarly relieved of its held as collateral for any Guaranteed Obligations or other amounts payable under this Limited GuaranteeGuaranty thereafter arising. The Company is a party to and intended beneficiary of this Limited Guaranty. This Limited Guaranty may not be amended or waived in any respect that will reduce or otherwise modify the Guarantor’s obligations under this Limited Guaranty without the Company’s prior written consent.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub or any such other person without in any way impairing or affecting this Limited Guarantee. The Guarantor agrees that the obligations Applicable Obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (ai) the failure or delay on the part of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub Sub, subject to the second sentence of Section 7 hereof; (ii) the validity or any other entity or person interested in the transactions contemplated by enforceability of the Merger Agreement, but only to the extent resulting from any lack of corporate power or authority of Parent or Merger Sub; (biii) any change in the time, place or manner of payment of any of the Applicable Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Applicable Obligations, ; (civ) the addition, substitution substitution, discharge or release of any other entity or person other Person interested in the transactions contemplated by the Merger Agreement; (dv) any change in the corporate existence, structure or ownership of Parent or Parent, Merger Sub or any other entity or person Person interested in the transactions contemplated by the Merger Agreement; (evi) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Parent, Merger Sub or any other entity or person Person interested in the transactions contemplated in by the Merger Agreement; (fvii) except as otherwise provided herein, the existence of any claim, set-off or other rights which right that the Guarantor may have at any time against Parent, Merger Sub or the Company, whether in connection with the Applicable Obligations or otherwise; or (gviii) the adequacy of any other means the Company may have of obtaining the payment of the Applicable Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Applicable Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for other than notices expressly required to be provided to the Guarantor hereunder or to Parent and or Merger Sub in accordance with Section 8.7 of pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law Law or other similar law Law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub or any other entity or other person Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (generally, other than defenses that are available to Parent and Merger Sub under the Merger Agreement or to the Guarantor in respect of a breach by the Company of this Limited Guarantee or based upon fraud or willful misconduct by the Company or any of its Subsidiaries or defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Company of this Limited Guarantee)Affiliates. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company hereby agrees that, to the extent Parent and Merger Sub are relieved of their obligations under Section 7.6(c) of the Merger Agreement, the Guarantor shall be similarly relieved of its Obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that that, subject to the Company may terms hereof, the Guaranteed Party may, in its sole discretion at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of or waive the ObligationsObligations in accordance with the Merger Agreement, and may also make enter into any agreement with Parent or and/or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof of the Merger Agreement or of any agreement between the Company Guaranteed Party, on the one hand, and Parent or and/or Merger Sub or any such Sub, on the other person hand, in each case in accordance with the terms of the Merger Agreement, without in any way impairing or affecting the Guarantor’s obligations as provided in this Limited Guarantee; provided, that the consent of the Guarantor shall be required to the extent it has the effect of expanding the circumstances under which the obligations will be payable. The Guarantor agrees that that, except as set forth in clause (i) in the last sentence of Section 2(c) hereof and except for termination in accordance with Section 7 hereof, the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by by: (ai) the failure or delay of the Company Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub Sub, or any other entity or person interested in the transactions contemplated by the Merger Agreement; (bii) any change in the time, place or manner of payment of the Obligations, or any of the Obligations escrow arrangement or other security therefor, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement (in each case, to the extent effected in accordance with the terms of the Merger Agreement) or any other agreement evidencing, securing or otherwise executed in connection with the Obligations, in each case, to the extent any of the Obligations, foregoing does not have the effect of increasing the Cap; (ciii) the addition, substitution substitution, discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a discharge or release of Merger Sub by the Company with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Merger Sub under the Merger Agreement) of any other entity or person interested in the transactions contemplated by the Merger Agreement; (div) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other entity or person interested in the transactions contemplated by the Merger Agreement; (ev) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or any other entity or person interested in the transactions contemplated in by the Merger AgreementAgreement or any of their respective assets or any other person now or hereafter liable with respect to the Obligations; (fvi) the existence of any claim, set-off or other rights right which the Guarantor may have at any time against Parent, Merger Sub or the CompanyGuaranteed Party, whether in connection with the Obligations or otherwise; (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor’s obligations as a matter of law or equity (gother than as a result of payment of the Obligations in accordance with its terms); (viii) the adequacy of any other means the Company Guaranteed Party may have of obtaining payment of the Obligations; or (ix) the value of any other agreement or instrument referred to herein. To the fullest extent permitted by lawapplicable Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law applicable Law which would otherwise require any election of remedies by the CompanyGuaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any the Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub in accordance with Section 8.7 of the Merger Agreement, this Limited Guarantee or any other agreement or instrument delivered herewith or therewith), all defenses which may be available by virtue of any valuation, stay, moratorium law Law or other similar law applicable Law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub or any other entity or other person Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or willful misconduct generally. Notwithstanding anything herein to the contrary, each of the following defenses shall be retained by the Company or any of its Subsidiaries or Guarantor: (i) defenses to the payment of the Obligations that are available to Parent or Merger Sub any other Person under the Merger Agreement or Agreement; (ii) breach by the Company Guaranteed Party of this Limited Guarantee); and (iii) fraud or willful misconduct by the Guaranteed Party or any of the Guaranteed Party Related Persons. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company hereby agrees that, to the extent Parent and Merger Sub are relieved of their obligations under Section 7.6(c) of the Merger Agreement, the Guarantor shall be similarly relieved of its Obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. (a) The Guarantor agrees that the Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the ObligationsGuaranteed Obligations (provided that the foregoing shall be subject to the consent of Parent and Merger Sub to the extent such extension involves an amendment of the Merger Agreement), and may also make any agreement with Parent or Merger Sub Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or and/or Merger Sub or any such other person without in any way impairing or affecting the Guarantor's obligations under this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure (or delay) of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other entity or person interested in the transactions contemplated by the Merger AgreementSub; (b) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations, ; (c) the addition, substitution or release of any other entity or other person interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other entity or person interested in the transactions contemplated by the Merger AgreementSub; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or any other entity or person interested in the transactions contemplated in the Merger AgreementSub; (f) the existence of any claim, set-off or other rights right which the Guarantor may have at any time against Parent, Parent or Merger Sub or the Company, whether in connection with the Obligations or otherwise; or (g) the adequacy of any other means the Company may have of obtaining payment of any of the Guaranteed Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub in accordance with Section 8.7 of the Merger Agreement)kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub or any other entity or other person interested in the transactions contemplated by the Merger AgreementSub, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its Subsidiaries or defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Company of this Limited Guarantee)generally. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company hereby agrees that, to the extent Parent and Merger Sub are relieved of their obligations under Section 7.6(c) of the Merger Agreement, the Guarantor shall be similarly relieved of its Obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Each Guarantor agrees that the Company Guaranteed Party may at any time and from time to time, without notice to or further consent of the any Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub or any such other person without in any way impairing or affecting either Guarantor’s joint and several liabilities and obligations under this Limited Guarantee. The Each Guarantor agrees that the joint and several obligations of the Guarantor Guarantors hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) any failure or delay on the failure part of the Company Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other entity or person interested in the transactions contemplated by the Merger AgreementSub; (b) any change in the time, place or manner of payment of any of the Obligations or Obligations; (c) any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations, ; (cd) the addition, substitution or release of any other entity or person other Person interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other entity or person interested involved in the transactions contemplated by the Merger Agreement; (e) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other Person interested or involved in the transactions contemplated by the Merger Agreement; (f) any divorce, separation insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Parent, Merger Sub or any other entity Person interested or person interested involved in the transactions contemplated in by the Merger AgreementAgreement (including the Guarantors); (fg) the existence of any claim, set-off or other rights right which the any Guarantor may have at any time against Parent, Merger Sub or the CompanyGuaranteed Party, whether in connection with the Obligations or otherwise; or (gh) the adequacy or availability of any other means the Company Guaranteed Party may have of obtaining payment of related to the Obligations. To the fullest extent permitted by lawLaw, the each Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law Law which would otherwise require any election of remedies by the CompanyGuaranteed Party. The Each Guarantor also waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the ObligationsObligations (including the Guarantors’ joint and several liabilities and obligations with respect thereto hereunder), presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub in accordance with Section 8.7 of the Merger Agreement)kind, all defenses which may be available by virtue of any valuation, stay, moratorium law Law or other similar law Law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub or any other entity or other person Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its Subsidiaries or defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Company of this Limited Guarantee)generally. The Each Guarantor acknowledges that it he will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Each Guarantor hereby covenants and agrees that he shall not institute, and shall cause his respective affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. Each Guarantor hereby unconditionally and irrevocably waives any rights that he may now have or hereafter may acquire against Parent or Merger Sub or any other Person interested or involved in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of the Guarantors’ joint and several liabilities and obligations with respect to the Obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub or such other Person, whether or not such claim, remedy or right arises at Law, in equity or under contract, including, without limitation, the right to take or receive from Parent or Merger Sub or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, and each Guarantor agrees he will not, and will cause his affiliates not to, exercise any such rights unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in immediately available funds. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantors and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) (x) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee (whether matured or unmatured), in accordance with the terms hereof and of the Merger Agreement, or (y) to be held as collateral for any Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company Guaranteed Party hereby agrees that, that to the extent Parent and Merger Sub are relieved of their obligations any of the Obligations under Section 7.6(c) of the Merger Agreement, the Guarantor Guarantors shall be similarly relieved of its their corresponding liabilities and obligations with respect to such Obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Limited Guarantor agrees that the Company may at any time and from time to time, without notice to or further consent of the Limited Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Merger Sub Parent, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub or any such other person Person without in any way impairing or affecting the Limited Guarantor’s obligations under this Limited Guarantee. The Limited Guarantor agrees that that, except as expressly set forth in this Limited Guarantee, the obligations of the Guarantor Obligations hereunder shall not be released or discharged, in whole or in part, and shall be absolute and unconditional, to the fullest extent permitted by applicable Law, unaffected and irrespective of any of the following (whether or otherwise affected by not the Limited Guarantor shall have any knowledge or notice thereof): (a) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other entity Person, whether now or person interested in the transactions contemplated by the Merger Agreementhereafter liable with respect to any Obligation; (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement (in each case, to the extent effected in accordance with the terms of the Merger Agreement) or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations, ; (c) the addition, substitution or release of any other entity or person other Person interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent or Merger Sub or any other entity or person Person interested in the transactions contemplated by the Merger Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or any other entity or person interested in the transactions contemplated in the Merger AgreementSub; (f) the existence of any claim, set-off or other rights right which the Limited Guarantor may have at any time against Parent, Parent or Merger Sub or the Company, whether in connection with the Obligations any Obligation or otherwise; or (g) the adequacy of any other means the Company may have of obtaining payment of any of the Obligations. To the fullest extent permitted by law, the Limited Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Limited Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub in accordance with Section 8.7 8.6 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub or any other entity or other person interested in the transactions contemplated by the Merger AgreementSub, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its Subsidiaries or defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Company of this Limited Guarantee)generally. The Limited Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Subject to the provisions of Section 2 and this Section 3, the Limited Guarantor reserves the right to assert defenses which Parent or Merger Sub may have to payment of any Obligation in accordance with the express terms and conditions of the Merger Agreement or that Parent or Merger Sub may have in connection with fraud by the Company or any of its subsidiaries. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company hereby agrees that, that to the extent Parent and Merger Sub are is relieved of their obligations any of its Obligations under Section 7.6(c) 7.5 of the Merger AgreementAgreement in accordance therewith, the Limited Guarantor shall be similarly relieved of its corresponding Obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent Buyer or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent Buyer or Merger Sub or any such other person without in any way impairing or affecting this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent Buyer or Merger Sub or any other entity or person interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations, ; (c) the addition, substitution or release of any other entity or person interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent Buyer or Merger Sub or any other entity or person interested in the transactions contemplated by the Merger Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent Buyer or Merger Sub or any other entity or person interested in the transactions contemplated in the Merger Agreement; (f) the existence of any claim, set-off or other rights which the Guarantor may have at any time against ParentBuyer, Merger Sub or the Company, whether in connection with the Obligations or otherwise; or (g) the adequacy of any other means the Company may have of obtaining payment of the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law Law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent Buyer and Merger Sub in accordance with Section 8.7 9.2 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Parent Buyer or Merger Sub or any other entity or other person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (in all cases, other than fraud or willful misconduct by the Company or any of its Subsidiaries or defenses to the payment of the Obligations that are available to Parent Buyer or Merger Sub under the Merger Agreement or breach by the Company of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Company hereby covenants and agrees that it shall not institute, and shall cause its Subsidiaries not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against the Guarantor or any of the Guarantor’s former, current or future directors, officers, agents, Affiliates (other than Buyer or Merger Sub) or employees, or against any of the former, current or future general or limited partners, members, managers or stockholders of the Guarantor or any Affiliate thereof (other than Buyer or Merger Sub) or against any former, current or future directors, officers, agents, Affiliates, general or limited partners, members, managers or stockholders of any of the foregoing (other than Buyer or Merger Sub), except for claims against Guarantor under this Guarantee. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company hereby agrees that, that to the extent Parent Buyer and Merger Sub are relieved of their obligations any Obligations under Section 7.6(c) of the Merger AgreementAgreement (other than as a result of defenses arising from the bankruptcy or insolvency of Buyer or Merger Sub or other defenses expressly waived hereby), the Guarantor shall be similarly relieved of its Obligations obligations under this Limited the Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent Parent, Acquisition Sub or any Person interested in the transactions contemplated by the Merger Sub Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub or any such other person without in any way impairing or affecting the Guarantor’s Obligations under this Limited Guarantee. The Guarantor agrees that the obligations Obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Parent, Acquisition Sub or any other entity or person Person interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with the Obligations, ; (c) the addition, substitution or release of any other entity or person Person interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent or Merger Parent, Acquisition Sub or any other entity or person Person interested in the transactions contemplated by the Merger Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Parent, Acquisition Sub or any other entity or person Person interested in the transactions contemplated in by the Merger Agreement; (f) the existence of any claim, set-off or other rights right which the Guarantor may have at any time against Parent, Merger Acquisition Sub or the Company, whether in connection with the any Obligations or otherwise; or (g) the adequacy of any other means the Company may have of obtaining payment of the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any the incurrence of the Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Acquisition Sub in accordance with Section 8.7 9.10 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Parent, Acquisition Sub or any other entity or other person Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or and willful misconduct by the Company or any of its Subsidiaries or Affiliates, defenses to the payment of the Obligations that are available to Parent or Merger Acquisition Sub under the Merger Agreement or breach by the Company of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Notwithstanding anything The Guarantor hereby unconditionally and irrevocably waives, and agrees not to exercise, any rights that it may now have or hereafter acquire against Parent, Acquisition Sub or any other Person interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance, or enforcement of the Guarantor’s Obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent, Acquisition Sub or such other Person, 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 Parent, Acquisition Sub or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in cash. If any amount shall be paid to the contrary contained Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Company hereby agrees that, in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the extent Parent Obligations and Merger Sub are relieved of their obligations all other amounts payable under Section 7.6(c) this Limited Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured, or to be held as collateral for the Guarantor shall be similarly relieved of its Obligations or other amounts payable under this Limited GuaranteeGuarantee thereafter arising.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor Investor agrees that the Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub or any such other person without in any way impairing or affecting this Limited Guarantee. The Guarantor agrees that the its obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub Purchaser or any other entity or person interested in the transactions contemplated by the Merger Arrangement Agreement; (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Arrangement Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the ObligationsObligations (provided that any such change, rescission, waiver, compromise, consolidation or other amendment or modification shall be subject to the prior written consent of Purchaser to the extent required under the Arrangement Agreement); (c) the addition, substitution or release of any other entity or other person interested in the transactions contemplated by the Merger Arrangement Agreement (provided that any such addition, substitution or release shall be subject to the prior written consent of Purchaser to the extent required under the Arrangement Agreement); (d) any change in the corporate existence, structure or ownership of Parent or Merger Sub Purchaser or any other entity or person interested in the transactions contemplated by the Merger Arrangement Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub Purchaser or any other entity or person interested in the transactions contemplated in by the Merger Arrangement Agreement; (f) the existence of any claim, set-off or other rights right which the Guarantor Investor may have at any time against Parent, Merger Sub Purchaser or the Company, whether in connection with the Obligations or otherwise; or (g) the adequacy of any other means the Company may have of obtaining payment of any of the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub in accordance with Section 8.7 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Parent or Merger Sub or any other entity or other person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Company or any of its Subsidiaries or defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Company of this Limited Guarantee). The Guarantor Investor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Arrangement Agreement and that the waivers set forth in this Limited Guarantee Guaranty are knowingly made in contemplation of such benefits. Notwithstanding anything The Company hereby covenants and agrees that it shall not institute, and shall cause its affiliates (as defined in the Arrangement Agreement) not to institute, any proceeding or bring any other claim arising under, or in connection with, the Arrangement Agreement or the transactions contemplated thereby, against the Investor, the Investor Affiliates or Purchaser Affiliates (as defined below), or as it relates to the contrary contained Obligations, Purchaser, except for claims against the Investor under this Guaranty or against Purchaser under the Arrangement Agreement, and the Investor hereby covenants and agrees that it shall not institute, and shall cause its affiliates not to institute, any proceeding asserting that this Guaranty is illegal, invalid or unenforceable, in this Limited Guaranteewhole or in part, the in accordance with its terms. The Company hereby agrees thatshall not have any obligation to proceed at any time or in any manner against, to the extent Parent and Merger Sub are relieved of their obligations under Section 7.6(c) or exhaust any or all of the Merger AgreementCompany’s rights against, any person liable for any Obligations prior to proceeding against the Guarantor shall be similarly relieved of its Obligations under this Limited GuaranteeInvestor hereunder.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor Loss Payor agrees that the Company Loss Payee may at any time and from time to time, without notice to or further consent of the GuarantorLoss Payor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or a Merger Sub Co for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company Loss Payee and Parent or any Merger Sub or any such other person Co without in any way impairing or affecting the Loss Payor’s obligations under this Limited GuaranteeDamages Contribution Agreement. The Guarantor Loss Payor agrees that the obligations of the Guarantor Loss Payor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Company Loss Payee to assert any claim or demand or to enforce any right or remedy against Parent or any Merger Sub Co or any other entity or person interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations, Obligations (including the Equity Commitment Agreements); (c) the addition, substitution or release of any other entity or other person interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent or any Merger Sub Co or any other entity or person interested in the transactions contemplated by the Merger Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or any Merger Sub Co or any other entity or person interested in the transactions contemplated in by the Merger Agreement; (f) the existence of any claim, set-off or other rights right which the Guarantor Loss Payor may have at any time against Parent, any Merger Sub Co or the CompanyLoss Payee, whether in connection with the Obligations or otherwise; or (g) the adequacy of any other means the Company Loss Payee may have of obtaining payment of any of the Obligations. To the fullest extent permitted by law, the Guarantor Loss Payor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the CompanyLoss Payee. The Guarantor Loss Payor waives promptness, diligence, notice of the acceptance of this Limited Guarantee Damages Contribution Agreement and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and Merger Sub its counsel in accordance with Section 8.7 Sections 8.01(f) and 9.02 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Parent or any Merger Sub Co or any other entity or other person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Company Loss Payee or any of its Subsidiaries subsidiaries or Controlled Affiliates, defenses to the payment of the Obligations that are available to Parent or a Merger Sub Co under the Merger Agreement or breach by the Company Loss Payee of this Limited GuaranteeDamages Contribution Agreement). The Guarantor Loss Payor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee Damages Contribution Agreement are knowingly made in contemplation of such benefits. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company hereby agrees that, to the extent Parent and Merger Sub are relieved of their obligations under Section 7.6(c) of the Merger Agreement, the Guarantor shall be similarly relieved of its Obligations under this Limited Guarantee.

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the Company may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent or Merger Sub or any such other person without in any way impairing or affecting this Limited Guarantee. (a) The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (ai) the failure or delay on the part of the Company Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent the Guarantor or Merger Sub or any other entity or person interested in the transactions contemplated by the Merger AgreementSub; (bii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations, ; (ciii) the addition, substitution or release of any other entity or person other Person interested in the transactions contemplated by the Merger Agreement; (div) any change in the corporate existence, structure or ownership of Parent or the Guarantor, Merger Sub or any other entity or person Person interested in the transactions contemplated by the Merger Agreement; (ev) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or the Guarantor, Merger Sub or any other entity or person Person interested in the transactions contemplated in by the Merger Agreement; (fvi) the existence of any claim, set-off or other rights right which the Guarantor may have at any time against Parent, Merger Sub or the CompanyGuaranteed Party, whether in connection with the Obligations or otherwiseotherwise (other than defenses to the payment of the Obligations that are available to the Guarantor or Merger Sub under the Merger Agreement or Limited Guarantee); or (gvii) the adequacy of any other means the Company Guaranteed Party may have of obtaining payment of related to the Obligations. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for other than notices expressly required to be provided to Parent and the Guarantor or Merger Sub in accordance with Section 8.7 of pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law Law or other similar law Law now or hereafter in effect, any right to require the marshalling of assets of the Parent Guarantor or Merger Sub or any other entity or other person Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (generally, other than defenses that are available to the Guarantor and Merger Sub (a) under the Merger Agreement, (b) in respect of a breach by the Guaranteed Party of this Limited Guarantee, and (c) in respect of fraud or willful misconduct by of the Company Guaranteed Party or any of its Subsidiaries or defenses to the payment of the Obligations that are available to Parent or Merger Sub under Affiliates in connection with the Merger Agreement or breach by the Company of this Limited Guarantee)transactions contemplated thereby. The Guarantor acknowledges that it they will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Company hereby agrees that, to the extent Parent and Merger Sub are relieved of their obligations under Section 7.6(c) of the Merger Agreement, the Guarantor shall be similarly relieved of its Obligations under this Limited Guarantee.