Common use of Nature of Guarantee Clause in Contracts

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8). In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunder.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Sub. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the CapCap to the extent as applicable) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunder.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except in the case where this Limited Guarantee is terminated in accordance with Section 8)8 hereof). In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunder.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except in the case where this Limited Guarantee is terminated in accordance with Section 8)8 hereof). In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not merely of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunder.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub any Guarantor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the each Guarantor’s obligations hereunder. This is an unconditional guarantee of payment and not of collectibility. Subject to the terms hereof, the each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Sub. In the event that any payment to the Guaranteed Party in respect of the any Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor Guarantors shall remain liable liable, severally and not jointly, hereunder with respect to its such Guaranteed Percentage of the Obligations (subject to the Capeach Guarantor’s applicable Maximum Amount) as if such payment had not been made made. Each Guarantor reserves the right to assert as a defense to such payment by it under the Guarantor. This Limited Guarantee is an unconditional guarantee of payment any rights, remedies and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against defenses that Parent or Merger Sub first before proceeding against may have with respect to payment of any Guaranteed Obligations under the Guarantor hereunderMerger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Sub. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the CapCap to the extent as applicable) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Parent, Merger Sub or any Other Guarantor first before proceeding against the Guarantor hereunder.

Nature of Guarantee. (a) The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Amalgamation Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Amalgamation Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Amalgamation Sub. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the CapCap to the extent applicable) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent Parent, Amalgamation Sub or Merger Sub any other person first before proceeding against the Guarantor hereunder.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s 's obligations hereunder. Subject to the terms hereof, the Guarantor’s 's liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Sub. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub or any other person first before proceeding against the Guarantor hereunder.

Nature of Guarantee. The Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Transaction Agreement or the equity commitment letter by and between Guarantor and Parent, dated as of the date hereof (the “Equity Commitment Letter”), those certain letter agreements, dated as of the date hereof, executed by the Other Investors in favor of Parent (the “Other Investors Equity Commitment Letters”) and those certain limited guarantees, dated as of the date hereof, executed by the Other Investors in favor of Parent (the “Other Investors Limited Guarantees”) that may be agreed to by Parent. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8). In the event that any payment to the Guaranteed Party in respect of the Obligations hereunder is rescinded or must otherwise be be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collectionmade. This Limited Guarantee is a primary obligation of the Guarantor and is an unconditional guarantee of payment and not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereundercollection.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the The Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Sub. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by the Guarantor. This Limited Guarantee Guaranty is an unconditional guarantee of payment and not of collection. This Limited Guarantee Guaranty is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunder.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Holdco, Parent or Merger Sub any other Guarantor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the each Guarantor’s obligations hereunder. This is an unconditional guarantee of payment and not of collectibility. Subject to the terms hereof, the each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Holdco, Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Sub. In the event that any payment to the Guaranteed Party in respect of the any Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor Guarantors shall remain liable hereunder with respect to its such Guaranteed Percentage of the Obligations (subject to the Capeach Guarantor’s respective Maximum Amount) as if such payment had not been made made. Each Guarantor reserves the right to assert as a defense to such payment by the Guarantor. This Guarantors under the Limited Guarantee is an unconditional guarantee of payment any rights, remedies and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationshipdefenses that Holdco, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against may have with respect to payment of any Guaranteed Obligations under the Guarantor hereunderMerger Agreement, other than defenses arising from the bankruptcy or insolvency of Holdco, Parent or Merger Sub and other defenses expressly waived herein.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the express terms hereof, the and conditions of this Limited Guarantee (including always each Guarantor’s Maximum Commitment and the Cap), each Guarantor’s several liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement Agreement, the Equity Commitment Letter or any agreement or instrument related thereto that may be agreed to by the Parent. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Payment Obligations in the event that the Parent becomes subject to an insolvency, bankruptcy, reorganization or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)similar proceeding, and the failure of the Guaranteed Party to so file shall not affect any Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of the Obligations hereunder is rescinded or must otherwise be returned for any reason whatsoeverwhatsoever (other than as set forth in the penultimate sentence of Section 8), the Guarantor applicable Guarantor(s) shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by the Guarantormade. This Limited Guarantee is an unconditional and continuing guarantee of payment when due and not merely of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against the Parent or Merger Sub first before proceeding against Guarantor hereunder but provided always that the Guarantor hereunderParent has defaulted in its obligations to discharge the Payment Obligations.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. Subject to the terms hereof, the each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Sub. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the each Guarantor shall remain liable hereunder with respect to its Individual Guaranteed Percentage of the Aggregate Guaranteed Percentage of the Obligations (subject to the CapAggregate Cap and the Individual Cap to the extent applicable) as if such payment had not been made by the such Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor Guarantors and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Parent, Merger Sub or any Other Guarantor first before proceeding against the Guarantor Guarantors hereunder.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. Subject to the terms hereof, the Each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Sub. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the each Guarantor shall remain liable hereunder with respect to its Guarantor Guaranteed Percentage of the Aggregate Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by the such Guarantor. This Limited Guarantee Guaranty is an unconditional guarantee of payment and not of collection. This Limited Guarantee Guaranty is a primary obligation of the Guarantor Guarantors and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor Guarantors hereunder.

Nature of Guarantee. The Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8). In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by the Guarantormade. This Limited Guarantee is an unconditional guarantee of payment and performance not of collectioncollectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under the Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunderGuarantor.

Nature of Guarantee. The Subject to the Cap, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective, without limitation, of (a) any modification, amendment or waiver of, or any consent to departure from, the Merger Agreement that may be agreed to by Parent or Merger Sub in accordance with the terms of the Merger Agreement or (b) any other circumstance that might otherwise constitute a defense available to, or a discharge of, Guarantor hereunder (other than payment and performance in full or termination of this Limited Guarantee in accordance with its terms). Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations Obligation hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8). In the event that any payment to the Guaranteed Party in respect of the Obligations Obligation is rescinded or must otherwise be returned to Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap) such Obligation as if such payment had not been made by made. Subject to the Guarantor. This Cap, this Limited Guarantee is an unconditional unconditional, irrevocable and continuing guarantee of payment of the Obligation and not of collection. This Limited Guarantee is a primary obligation collection of the Guarantor and Obligation. If the Guaranteed Party is not merely prevented under applicable law or otherwise from demanding or accelerating payment of any of the creation Obligation from Parent or Merger Sub by reason of a surety relationshipany automatic stay or otherwise, and the Guaranteed Party shall not be required entitled to proceed against Parent receive from the Guarantor, upon demand therefor, the sums that otherwise would have been due had such demand or Merger Sub first before proceeding against the Guarantor hereunderacceleration occurred.

Nature of Guarantee. The Guarantors’ liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. Subject to the terms hereof, the each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Sub. In the event that any payment to the Guaranteed Party in respect of the any Guarantor Obligations is rescinded or must otherwise be returned for any reason whatsoever, the relevant Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the such Guarantor Obligations (subject to the CapMaximum Amount) as if such payment had not been made by the Guarantormade. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed initiate any legal proceedings against Parent or Merger Sub first before proceeding against the Guarantor Guarantors hereunder.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that the Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8). In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor Guarantors shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by the Guarantormade. This Limited Guarantee is an unconditional guarantee of payment and not of collectioncollectibility. This Limited Guarantee is a primary obligation Notwithstanding any other provision of the Guarantor and is not merely the creation of a surety relationshipthis Guarantee, and the Guaranteed Party shall not be required hereby agrees that any Guarantor may assert, as a defense to proceed against such payment or performance by the Guarantors under this Guarantee, any rights, remedies, set-offs and defenses to such payment or performance that the Parent or Merger Sub first before proceeding could assert against the Guarantor hereunderGuaranteed Party under the terms of the Merger Agreement or pursuant to any applicable Law in connection therewith (other than any such rights, remedies, set-offs and defenses arising out of, due to, or as a result of, the insolvency or bankruptcy of the Parent or Merger Sub (including, without limitation, the rejection of the Merger Agreement in an insolvency or bankruptcy of the Parent or Merger Sub)).

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent Acquisition or Merger Sub any other Guarantor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the each Guarantor’s obligations hereunder. This is an unconditional guarantee of payment and not of collectability. Subject to the terms hereof, the each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Acquisition. In the event that any payment to the Guaranteed Party in respect of the any Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor Guarantors shall remain liable hereunder with respect to its such Guaranteed Percentage of the Obligations (subject to the Capeach Guarantor’s respective Maximum Amount) as if such payment had not been made made. Each Guarantor reserves the right to assert as a defense to such payment by the Guarantor. This Guarantors under the Limited Guarantee is an unconditional guarantee any rights, remedies and defenses that Acquisition may have with respect to payment of payment any Guaranteed Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Acquisition and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunderother defenses expressly waived herein.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations Guaranteed Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations of the Guarantors hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective Section 8 of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated Guarantee, in accordance with Section 8). In the event that any payment to the Guaranteed Party in respect of the Obligations hereunder is rescinded or must otherwise be returned to any Guarantor for any reason whatsoever, the such Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by (subject to the Guarantorterms hereof). This Limited Guarantee is an unconditional guarantee of payment and not of collectioncollectibility. This Limited Guarantee is a primary obligation The respective obligations of the each Guarantor hereunder are several and is not merely the creation of a surety relationship, joint and in all cases subject to each Guarantor’s respective Cap Amount. The Guaranteed Party agrees that any claims by the Guaranteed Party for breach by any Guarantor of the representations and warranties and agreements contained in this Limited Guarantee, including, without limitation, the representations and warranties contained in Section 5, shall not be required subject to proceed against Parent or Merger Sub first before proceeding against the Cap Amount, and that any payments to the Guaranteed Party by any Guarantor hereunderin satisfaction of such claims shall reduce the amount of such Guarantor’s Obligations.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8). In the event that any payment to the Guaranteed Party in respect of the Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its the Guaranteed Percentage of the Obligations (subject to the CapMaximum Amount) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunderhereunder regardless whether Parent or Merger Sub is joined in any such proceeding.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect such Guarantor’s obligations hereunder. In the event that any payment from such Guarantor to the Guaranteed Party in respect of the Guaranteed Obligations is rescinded or must otherwise be be, and is, returned to such Guarantor for any reason whatsoever, the such Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Guaranteed Obligations (subject to the Cap) as if such payment had not been made by the Guarantormade. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary and original obligation of the each Guarantor (subject to such Guarantor’s Guaranteed Amount) and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the any Guarantor hereunder.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub Subsidiary becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8). In the event that any payment to the Guaranteed Party in respect of the any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the such Obligations (subject to the Cap) as if such payment had not been made by the Guarantormade. This Limited Guarantee is an unconditional guarantee of payment and not of collectioncollectability. This Nothing in this Limited Guarantee is a primary obligation shall limit in any way the right of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against seek an injunction or injunctions or any other equitable relief in connection with breaches of this Limited Guarantee or of the Merger Agreement under Section 11.14 of the Merger Agreement. The Guarantor reserves the right to assert defenses which Parent or Merger Sub first before proceeding against Subsidiary may have under the Guarantor hereunderterms of the Merger Agreement or as a result of a breach of the Merger Agreement or this Limited Guarantee by the Guaranteed Party, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Subsidiary and other defenses expressly waived hereby.

Nature of Guarantee. The Guarantors’ liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. Subject to the terms hereof, the each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Sub. In the event that any payment to the Guaranteed Party in respect of the Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor Guarantors shall remain liable hereunder with respect to its such Guaranteed Percentage of the Obligations (subject to the CapMaximum Amount) as if such payment had not been made by the Guarantormade. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed initiate any legal proceedings against Parent or Merger Sub first before proceeding against the Guarantor Guarantors hereunder.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s Guarantors’ liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantors’ obligations hereunder. In the event that any payment to the Guaranteed Party in respect of the Obligations hereunder is rescinded or must otherwise be be, and is, returned to the Guarantors for any reason whatsoever, the Guarantor Guarantors shall remain liable hereunder with respect to its the Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by the Guarantormade. This Limited Guarantee is an unconditional a guarantee of payment and not of collection. This Limited Guarantee is a primary obligation Notwithstanding anything herein to the contrary, the Guarantors shall have the right to assert, and shall have the benefit of, any defenses to the payment of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required Obligations that are available to proceed against Parent or Merger Sub first before proceeding against under the Guarantor hereunderMerger Agreement or as otherwise expressly provided in Section 3 hereof.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Purchase Agreement that may be agreed to by Parent the parties to the Purchase Agreement in accordance with the terms of the Purchase Agreement. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Buyer becomes subject to a bankruptcy, reorganization or Merger Sub (except where this similar proceeding, and the failure of the Guaranteed Party to so file shall not affect each Guarantor’s obligations hereunder. This Limited Guarantee is terminated in accordance with Section 8)a guarantee of payment and not of collection. In the event that any payment to the Guaranteed Party in respect of the any Guaranteed Obligations is rescinded or must otherwise be returned to Buyer or a Guarantor for any reason whatsoever, the a Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage Pro Rata Portion of the unpaid Guaranteed Obligations (subject to the terms and conditions hereof, including the Cap) as if such payment had not been made by (it being agreed that if such payment is returned to a Guarantor, the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the other Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required have no liability with respect to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereundersuch payment).

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub Company becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. Subject to the terms hereof, the each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub Company (except in the case where this Limited Guarantee is terminated in accordance with Section 8)8 hereof). In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the each Guarantor shall remain liable hereunder with respect to its Guarantor Guaranteed Percentage of the Aggregate Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by the such Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not merely of collection. This Limited Guarantee is a primary obligation of the Guarantor Guarantors and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub Company first before proceeding against the Guarantor Guarantors hereunder.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from those certain letters dated as of the Merger Agreement date hereof between the Guarantors and Parent and the Other Guarantor and Parent, respectively (the “Equity Commitment Letters”). Each Guarantor’s obligations under this Limited Guarantee are in no way conditioned upon any requirement that may the Guaranteed Party proceed first against Parent before proceeding against any Guarantor hereunder, or otherwise exhaust any or all of the Guaranteed Party’s rights against Parent for any of the Obligation. The Guaranteed Party shall not be agreed obligated to by file any claim relating to the Obligation against Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Sub, and the failure of the Guaranteed Party to so file shall not affect the obligations of the Guarantors hereunder. In the event that any payment to the Guaranteed Party in respect of the Obligations Obligation is rescinded or must otherwise be returned for any reason whatsoever, the each Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations such Obligation (subject to such Guarantor’s Maximum Guarantor Percentage of the Cap) as if such payment had not been made by (but only to the Guarantorextent of the amount so rescinded or otherwise returned). This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunder.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s Guarantors’ obligations hereunder. Subject to the terms hereof, the each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Sub. In the event that any payment from a Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the such Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the CapCap to the extent as applicable) as if such payment had not been made by the such Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor Guarantors and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against any of the Guarantor Guarantors hereunder.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the each Guarantor’s obligations hereunder. Subject to the terms hereof, the each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Sub. In the event that any payment from any Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the such Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject up to the Capits Maximum Amount) as if such payment had not been made by the such Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collectioncollectibility. This Each Guarantor reserves the right to assert as a defense to such payment by the Guarantors under the Limited Guarantee is a primary obligation of the Guarantor Guaranty any rights, remedies and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against defenses that Parent or Merger Sub first before proceeding against may have with respect to payment of any Obligations under the Guarantor hereunderMerger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub Company becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub Company (except in the case where this Limited Guarantee is terminated in accordance with Section 8)8 hereof). In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not merely of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub Company first before proceeding against the Guarantor hereunder.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the each Guarantor’s obligations hereunder. This is an unconditional guarantee of payment and not of collectability. Subject to the terms hereof, the each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8)Sub. In the event that any payment from any Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the such Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject up to the CapMaximum Amount) as if such payment had not been made by the such Guarantor. This Each Guarantor reserves the right to assert as a defense to such payment by the Guarantors under the Limited Guarantee is an unconditional guarantee of payment any rights, remedies and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against defenses that Parent or Merger Sub first before proceeding against may have with respect to payment of any Obligations under the Guarantor hereunderMerger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein.

Nature of Guarantee. The Guarantor's obligations hereunder shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral therefor or by any other circumstance relating to the Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Guarantor not available to the Company. The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of any of the Obligations whether or not the Guaranteed Party shall have resorted to any collateral therefor or shall have proceeded against the Company or any other obligor principally or secondarily obligated with respect to any of the Obligations. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub the Company becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s 's obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except where this Limited Guarantee is terminated in accordance with Section 8). In the event that any payment to the Guaranteed Party in respect of the any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the such Obligations (subject to the Cap) as if such payment had not been made by made. The Guarantor reserves the Guarantor. This Limited Guarantee is an unconditional guarantee right to assert defenses which the Company may have to payment of payment and not of collection. This Limited Guarantee is a primary obligation any Obligations other than defenses arising from the bankruptcy or insolvency of the Guarantor Company and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunderother defenses expressly waived hereby.

Nature of Guarantee. The Guaranteed Party shall not be obligated to file any claim relating to the Obligations Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub (except in the case where this Limited Guarantee is terminated in accordance with Section 8). In the event that any payment to the Guaranteed Party in respect of the Obligations Obligation is rescinded or must otherwise be returned for any reason whatsoeverwhatsoever (other than as set forth in the last sentence of Section 8), the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations Obligation (subject to the Cap) as if such payment had not been made by the Guarantormade. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, is an unconditional guarantee of payment and not of collectability and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunder. Notwithstanding anything herein to the contrary, the Guarantor shall have the right to assert, and shall have the benefit of, any defenses to the payment of the Obligation that are available to Parent or Merger Sub under the Merger Agreement or as otherwise expressly provided in Sections 3(a) and (b).