Common use of Parent Guarantee Clause in Contracts

Parent Guarantee. Parent hereby absolutely and unconditionally guarantees (except for any conditions contained in this Section 11.18) the payment and performance when due of all obligations, liabilities and indebtedness of any kind, nature and description of Company under this Agreement and any other agreements contemplated hereby (the “Company Obligations”). The Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise its rights against Company. In determining when payment, performance or discharge of obligation by Parent is due, and the amount thereof, Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreement. Parent’s obligations under this Section 11.18 shall remain in full force and effect without regard to, and shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not Parent shall have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each of the following: (i) notice of acceptance of the Company Obligations or of the existence or creation of all or any of the Company Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exception.

Parent Guarantee. (a) Parent Guarantor hereby absolutely guarantees the full, complete and unconditionally guarantees (except for any conditions contained in this Section 11.18) the timely payment and performance when due of all obligations, liabilities and indebtedness of any kind, nature and description of Company under this Agreement and any other agreements contemplated hereby (the “Company Obligations”). The Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise of its rights against Company. In determining obligations under Article II when payment, performance or discharge of obligation by Parent is due, and the amount thereof, Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have as due under this Agreement. Parent’s obligations If any default shall be made by Buyer in the performance of any such payment obligations, then Parent Guarantor shall perform or cause to be performed such payment obligation upon written notice from Seller specifying such default. Prior to proceeding against Parent Guarantor under this Section 11.18 13.15, Seller shall remain first demand payment from Buyer in full force and effect without regard toaccordance with the applicable provisions of this Agreement; provided, and however, that Seller shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not required to initiate legal proceedings against Buyer prior to proceeding against Parent shall have any knowledge thereof) except as may be expressly Guarantor under this Section 13.15. The guarantee set forth herein. Parent hereby waives each in this Section 13.15 shall survive the Closing and shall expire and be of no further force or effect at the followingclose of Business on the third Business Day after: (i) notice of acceptance of the Company Obligations Determination Date, if the Buyer has no obligation to pay an amount to the Seller under Section 2.3(e), or of the existence or creation of all or any of the Company Obligations; (ii) presentmentif the Buyer has an obligation to pay an amount to the Seller or the Escrow Agent under Section 2.3(e), demandthe date on which such amount(s) have been paid. (b) The Parent Guarantor represents and warrants as follows: (i) Parent Guarantor is a U.S. operating entity and issues debt publicly in the United States. (ii) Parent Guarantor is a corporation duly organized, protest or notice of dishonor, nonpayment or other default with respect to any validly existing and in good standing under the laws of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and jurisdiction of its counsel in accordance with this Agreement or applicable Law); incorporation. (iii) any requirement that Buyer institute suit or otherwise exhaust Parent Guarantor has full corporate power and authority to execute and deliver this Agreement and to perform its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and obligation hereunder. (iv) The execution and delivery by Parent Guarantor of this Agreement and the performance by Parent Guarantor of its obligations hereunder have been duly approved by all suretyship defenses generally requisite corporate action of Parent Guarantor. (other than defenses v) Except to the payment extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting the enforceability of creditors’ rights generally and except to the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would extent enforcement of remedies may be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered limited by Parent, and, assuming general equitable principles this Agreement constitutes the valid and legally binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of ParentParent Guarantor, enforceable against Parent Guarantor in accordance with its terms, subject, the terms of this Agreement. The Parties have executed and delivered this Share Purchase Agreement as of the date first written above. ATD ACQUISITION CO. V INC. By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: 1278104 ALBERTA INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President TRIWEST TRADING (CANADA) LTD. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: Title: 1279156 ALBERTA INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President Address: FAB 5 INVESTMENTS LTD. By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: President Address: 1274942 ALBERTA LTD. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director Address: Solely with respect to enforcement, to the Bankruptcy and Equity Exception.Section 13.15 hereof: PARENT GUARANTOR By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title:

Parent Guarantee. (a) Parent irrevocably guarantees each and every covenant and obligation of Seller and the full and timely performance of Seller’s obligations under the provisions of this Agreement. This is a guaranty of performance, and not of collection, and Parent acknowledges and agrees that this guaranty is full and unconditional, and no release or extinguishments of Seller’s liabilities, whether by decree in any bankruptcy proceeding or otherwise, will affect the continuing validity and enforceability of this guaranty. Parent hereby absolutely and unconditionally guarantees waives, for the benefit of each Purchaser Indemnified Person, (except for i) any conditions contained in this Section 11.18) the payment and right to require any Purchaser Indemnified Person as a condition of performance when due of all obligations, liabilities and indebtedness of any kind, nature and description of Company under this Agreement and Parent to proceed against Seller or pursue any other agreements contemplated hereby remedies whatsoever and (ii) to the “Company Obligations”). The Company Obligations may be enforced fullest extent permitted by Buyer against Parent without any requirement that Buyer first exercise its rights against Company. In determining when paymentapplicable Law, performance or discharge of obligation by Parent is due, and the amount thereof, Parent may assert any defenses or limitations benefits that may be derived from or afforded by law that limit the liability of or exonerate guarantors or sureties, except to the extent that any such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs defense is available to Seller. Parent understands that Parent or Company may have under Purchaser is relying on this guaranty in entering into this Agreement. Parent’s obligations under this Section 11.18 shall remain in full force and effect without regard to, and shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever . (whether or not Parent shall have any knowledge thereofb) except as may be expressly set forth herein. Parent hereby waives each of the followingrepresents and warrants to Purchaser that: (i) notice of acceptance Parent is duly organized, validly existing and in good standing under the laws of the Company Obligations or State of the existence or creation of all or any of the Company Obligations; Delaware, (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect Parent has full power and authority to any of the Company Obligations execute and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with deliver this Agreement or applicable Law); and to perform its obligations under this guaranty and Sections 2.1 and 8.3, (iii) any requirement that Buyer institute suit or otherwise exhaust the execution and delivery by Parent of this Agreement and the performance of its rights or remedies against Company or against any other Person prior to enforcing any rights they obligations under this guaranty and Sections 2.1 and 8.3 have hereunder or otherwise against Parent; been duly authorized by all requisite corporate action on the part of Parent and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, andand this guaranty and Sections 2.1 and 8.3 constitutes legal, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation obligations of Parent, enforceable against Parent in accordance with its terms, subjectexcept as enforceability may be affected by bankruptcy, as insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to enforcementor affecting creditors’ rights generally, to general equitable principles (whether considered in a proceeding in equity or at law) and the Bankruptcy implied covenant of good faith and Equity Exceptionfair dealing.

Parent Guarantee. (a) Parent hereby absolutely irrevocably and unconditionally unconditionally, as primary obligor and not merely as surety, guarantees (except for any conditions contained in this Section 11.18) to Buyers the full and timely payment and performance by the Sellers when due of any obligation of the Sellers pursuant to this Agreement to the extent the same is required to be paid by the Sellers pursuant to the terms and subject to the conditions and limitations thereof. (b) Parent hereby represents and warrants to Buyers as of the date hereof and as of the Closing as follows: (i) Parent has all obligations, liabilities requisite power and indebtedness of any kind, nature and description of Company under authority to enter into this Agreement and any other agreements contemplated hereby (the “Company Obligations”). The Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise to perform its rights against Company. In determining when payment, performance or discharge of obligation by Parent is due, and the amount thereof, Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have obligations under this Agreement. Parent’s The execution and delivery of this Agreement by Parent and the performance by Parent of its obligations under this Section 11.18 shall remain in full force and effect without regard to, and shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not Parent shall Agreement have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each been duly authorized by all necessary action on the part of the following: (i) notice of acceptance of the Company Obligations or of the existence or creation of all or any of the Company Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid Parent and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (B) general principles of equity; and (ii) The execution and delivery of this Agreement does not, and the Bankruptcy performance by Parent of its obligations under this Agreement will not, (A) conflict with, or result in any violation or breach of, any provision of the organizational documents of Parent, (B) conflict with or violate any Law applicable to the Parent, (C) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under any material contract to which Parent is a party, or (D) require any material notices, reports or other filings by Parent with, nor any material consents by any Governmental Entity or other Person, except for any notice, report or other filing by Parent with, or any consent by, any Governmental Entity or other Person where the failure to make such notice, report or other filing with, or obtain such consent of, such Governmental Entity or other Person would not, individually or in the aggregate, reasonably be expected to impair or delay Parent’s performance of its obligations hereunder. (c) Parent shall not assign (whether by operation of law or otherwise) its rights, interests or obligations hereunder to any other Person without the prior written consent of Buyers. Any attempted assignment in violation of this section shall be null and Equity Exceptionvoid; provided, that, notwithstanding anything to the contrary contained in this Agreement, nothing shall restrict Parent from the sale, transfer, exchange, assignment or other disposition by any means of a majority of its equity securities, or all or substantially all of its assets; provided, however, in connection with any such transaction, the successor to Parent or purchaser of substantially all of Parent’s assets shall expressly assume in writing Parent’s obligations hereunder, a copy of which written assumption agreement shall be provided to Buyers.

Parent Guarantee. (a) Parent hereby absolutely absolutely, irrevocably and unconditionally guarantees (except for any conditions contained in this Section 11.18) to Seller the payment due and punctual payment, performance when due and discharge of all obligations, liabilities and indebtedness obligations of any kind, nature and description of Company Buyer under this Agreement and the Closing Agreements (including payment of the Final Purchase Price and any other agreements contemplated hereby damages for breach arising under this Agreement and the Closing Agreements) (collectively, the “Company Obligations”). The Company Obligations Without limiting the generality of the foregoing, this guarantee is one of payment, not collection, and a separate action or actions may be enforced by Buyer brought and prosecuted against Parent without to enforce this guarantee, irrespective of whether any requirement that action is brought against Buyer first exercise its rights against Companyor whether Buyer is joined in any such actions, and irrespective of whether Buyer or any other Person was primarily responsible for causing the breach of the Obligations. In determining when If Buyer fails to perform any of the Obligations requiring payment, performance in whole or discharge of obligation by Parent in part, when such Obligation is due, Parent shall promptly pay such Obligation in lawful money of the United States and the amount thereof, Parent in any event within five (5) Business Days of receipt of written demand for payment from Seller. Seller may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreement. enforce Parent’s obligations under this Section 11.18 shall remain 10.20 without first suing Buyer or joining Buyer in full force any suit against Parent, or enforcing any rights and effect without regard toremedies against Buyer, and or otherwise pursuing or asserting any claims or rights against Buyer or any other Person or any of its or their property which may also be liable with respect to the matters for which Parent is liable under this Section 10.20 whether Buyer or any other Person was primarily responsible for causing the breach of the Obligations of Buyer. (b) Parent agrees that its obligations hereunder shall not be released, released or discharged, in whole or in any way part, or otherwise affected by, any circumstance or condition whatsoever (whether or not Parent shall have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each of the following: by (i) notice the existence of acceptance of any claim, set-off or other right which Parent may have at any time against Buyer, whether in connection with the Company Obligations or of the existence or creation of all or any of the Company Obligationsotherwise; (ii) presentmentany insolvency, demandbankruptcy, protest or notice of dishonor, nonpayment reorganization or other default with respect similar proceeding affecting Buyer; (iii) the failure of Seller to assert any claim or demand or to enforce any right or remedy against Buyer; (iv) any change in the corporate existence, structure or ownership of Buyer; (v) the adequacy of any other means Seller may have of obtaining payment of any of the Company Obligations; or (vi) 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 this Agreement. Parent waives promptness, diligence, notice of the acceptance of this guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices whatsoever (except for notices of any kind, any right to require the marshalling of assets of Buyer, all defenses which may be provided to Companyavailable by virtue of any valuation, Parent stay, moratorium law or other similar law now or hereafter in effect and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally generally. (other than defenses c) Seller shall not be obligated to file any claim relating to the payment Obligations in the event that Buyer becomes subject to a reorganization, bankruptcy or similar proceeding, and the failure of the obligations that are available Seller to Parent or Company under this Agreement). Nothing contained in this Section 11.18 so file shall limit not affect Parent’s ability obligations. In the event that any payment to assert as a defense to any claim any defense that would Seller in respect of an Obligation is rescinded or must otherwise be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed returned, and delivered by Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcementis returned, to the Bankruptcy and Equity ExceptionBuyer in connection with any such proceeding, Parent shall remain liable hereunder with respect to its Obligations as if such payment had not been made.

Parent Guarantee. Parent hereby absolutely and unconditionally guarantees (except for any conditions contained a) Whenever in this Section 11.18Agreement the performance of or compliance with a covenant or obligation set forth in this Agreement (the “Seller Guaranteed Obligations”) is expressed to be required by Seller or its Affiliates, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to the provisions of this Agreement, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates when due, Seller Parent shall (subject to the provisions of this Agreement), within ten (10) Business Days following the written request of Buyer when such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay or cause Seller or its Affiliates to pay in full in cash any of such Seller Guaranteed Obligation that is in the nature of a payment obligation, and (ii) perform or cause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performed. In the event Seller Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to the provisions of this Agreement), Buyer may, in addition to any and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the payment and or performance when due of all obligations, liabilities and indebtedness such Seller Guaranteed Obligation in accordance with the provisions of any kind, nature and description of Company under this Agreement and any other agreements contemplated hereby (the “Company Obligations”). The Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise its rights against Company. In determining when payment, performance or discharge of obligation by Parent is dueAgreement, and (y) the amount thereoffinal disposition of such proceeding in a final, Parent may assert any defenses non-appealable order of a court of competent jurisdiction or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreementbinding settlement agreement. Seller Parent’s obligations under this Section 11.18 4.11(a) shall remain survive the Closing. (b) Whenever in full force and effect without regard tothis Agreement the performance of or compliance with a covenant or obligation set forth in this Agreement (the “Buyer Guaranteed Obligations”) is expressed to be required by Buyer or its Affiliates, and shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not Buyer Parent shall have cause Buyer and its Affiliates to punctually perform or comply with such Buyer Guaranteed Obligation. Subject to the provisions of this Agreement, if any knowledge thereofBuyer Guaranteed Obligation is not performed by Buyer or its Affiliates when due, Buyer Parent shall (subject to the provisions of this Agreement), within ten (10) except as may Business Days following the written request of Seller when such Buyer Guaranteed Obligation is required to be expressly set forth herein. Parent hereby waives each of the following: performed pursuant to this Agreement, (i) notice of acceptance of the Company Obligations pay or of the existence cause Buyer or creation of all or its Affiliates to pay in full in cash any of such Buyer Guaranteed Obligation that is in the Company Obligations; nature of a payment obligation, and (ii) presentmentperform or cause Buyer or its Affiliates to perform any of such Buyer Guaranteed Obligation that is not in the nature of a payment obligation, demandto the extent due but not already paid or performed. In the event Buyer Parent fails to so pay or perform (or cause such payment or performance by Buyer or its Affiliates) such Buyer Guaranteed Obligation (subject to the provisions of this Agreement), protest or notice of dishonorSeller may, nonpayment or other default with respect in addition to any of the Company Obligations and all other notices whatsoever rights and remedies that may be available to Seller in respect of such failure to so pay or perform (except for notices or cause such payment or performance by Buyer or its Affiliates), thereafter initiate a proceeding to be provided pursue any rights available thereto against Buyer or its Affiliates, or Buyer Parent, or both (at the election of Seller) in respect of all Buyer Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Seller contemplated by the preceding sentence. Seller may continue to Company, Parent pursue such rights and its counsel remedies in respect of such Buyer Guaranteed Obligation until the earlier of (x) the payment or performance of such Buyer Guaranteed Obligation in accordance with the provisions of this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; Agreement, and (ivy) all suretyship defenses generally (other than defenses to the payment final disposition of the such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 4.11(b) shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if survive the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity ExceptionClosing.

Parent Guarantee. (a) Parent hereby irrevocably, absolutely and unconditionally guarantees (except for any conditions contained in this Section 11.18) to Seller, as a primary obligor and not merely as a surety, the full and timely performance, payment and performance when due observation by Purchaser of all its obligations, liabilities commitments, undertakings, covenants, warranties and indebtedness of any kind, nature and description of Company indemnities under this Agreement and any other agreements contemplated hereby of the Transaction Documents (the “Company Parent Guaranteed Obligations”)) to the extent of any limit on the liability of Purchaser or Parent pursuant to this Agreement or any of the Transaction Documents. The Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise its rights against Company. In determining when This guarantee is a guarantee of payment, performance or discharge and not merely of obligation by Parent is duecollection, and Parent hereby acknowledges and agrees that this guarantee is full and unconditional. (b) If and whenever Purchaser defaults for any reason whatsoever in the amount thereofperformance of any of the Parent Guaranteed Obligations, Parent may assert any defenses shall immediately on demand unconditionally perform (or limitations cause the performance of) and satisfy (or cause the satisfaction of) such Parent Guaranteed Obligation with respect to which Purchaser has defaulted in the manner prescribed by this Agreement or the applicable Transaction Document such payment, performance or discharge, that Seller shall receive the same benefit as if the Parent Guaranteed Obligation had been duly and any rights, remedies, counterclaims, reductions timely performed and setoffs that Parent or Company may have under this Agreement. Parent’s obligations under this Section 11.18 satisfied by Purchaser. (c) This guarantee shall be a continuing guarantee and accordingly it shall remain in full force and effect without regard toand shall be binding on Parent, its successor and permitted assigns, until all of the Parent Guaranteed Obligations have been indefeasibly paid or performed in full. Notwithstanding the foregoing, this guarantee shall be null and void and of no further effect, and shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not the Parent shall have no further obligations under this guarantee as of: (x) the termination of this Agreement according to terms, and (y) with respect to Parent Guaranteed Obligations required to be paid or performed by Purchaser at or before Closing, immediately following the Closing. This guarantee is in addition to any knowledge thereofrights or security which Seller may now or hereafter have or hold for the performance and satisfaction of the Parent Guaranteed Obligations. (d) except If for any reason Purchaser ceases to have any legal existence or if any of the Parent Guaranteed Obligations have become irrecoverable from Purchaser by reason of Purchaser’s bankruptcy, insolvency or reorganization or by other operation of law, this guarantee shall remain binding on the Parent to the same extent as may be expressly set forth herein. if the Parent had at all times been the primary and sole obligor on all such Parent Guaranteed Obligations. (e) To the fullest extent permitted by law, Parent hereby waives each waives, for the benefit of Seller (a) any right to require Seller, as the following: case may be, as a condition of payment or performance by Parent, to proceed against Purchaser or pursue any other remedy whatsoever, (ib) any “suretyship defense” or other defenses or benefit that may arise under any law intended to limit the liability of or exonerate guarantors or sureties, (c) notice of acceptance of the Company Obligations or this guarantee and notice of the existence existence, creation or creation incurrence of any new or additional liability to which it may apply, (d) promptness, diligence, presentment, demand of payment, demand for performance, protest, notice of dishonor or non-payment of any such liabilities, suit or taking of other action by Seller, and the Parent Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred or renewed, extended, amended, modified, supplemented or waived in reliance upon this guarantee. (f) Without limiting in any way this guarantee, subject to applicable law and regulations, Parent covenants and agrees to take all actions within its power to cause Purchaser to fully and timely perform or any pay each of the Company Parent Guaranteed Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exception.

Parent Guarantee. (a) The Parent hereby absolutely (i) absolutely, unconditionally and unconditionally irrevocably, guarantees to the Administrative Agent for the ratable benefit of the Lenders and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (except for whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations and (ii)indemnifies and holds harmless each Lender from, and agrees to pay to such Lender, all reasonable costs and expenses (including reasonable counsel fees and expenses) incurred by such Lender in enforcing any conditions of its rights under the guarantee contained in this Section 11.18) 8.01. The Parent agrees that notwithstanding any stay, injunction or other prohibition preventing the payment and performance when due by the Borrower of all obligations, liabilities or any portion of the Secured Obligations and indebtedness notwithstanding that all or any portion of any kind, nature and description of Company under this Agreement and any other agreements contemplated hereby (the “Company Obligations”). The Company Secured Obligations may be enforced unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower, such Secured Obligations shall nevertheless be due and payable by Buyer against the Parent without for the purposes of this guarantee at the time such Secured Obligations would by payable by the Borrower under the provisions of this Agreement. Notwithstanding the foregoing, any requirement that Buyer first exercise its enforcement of this guarantee with respect to the rights against Companyof any Lender shall be accomplished by the Administrative Agent acting on behalf of such Lender. In determining when payment, performance or discharge The guarantee contained in this Section 8.01 is a guarantee of obligation by Parent is duepayment and not collection, and the amount thereofliability of the Parent is primary and not secondary. (b) The Parent agrees that if the maturity of the Secured Obligations is accelerated by bankruptcy or otherwise, Parent may assert any defenses such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or limitations notice to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreementthe Parent. Parent’s obligations under The guarantee contained in this Section 11.18 8.01 is a continuing guarantee and shall remain in full force and effect without regard to, until all the Secured Obligations and shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not Parent shall have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each the obligations of the following: (i) notice of acceptance of Parent under the Company Obligations or of the existence or creation of all or any of the Company Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing guarantee contained in this Section 11.18 8.01 shall limit Parent’s ability have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Committed Amount and Maximum Amount shall be terminated, notwithstanding that from time to assert as a defense to time during the term of this Agreement the Borrower may be free from any claim any defense that would be available to Company if Secured Obligations. (c) No payment made by the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Borrower, the Parent, andany other guarantor or any other Person or received or collected by any Lender from the Borrower, assuming this Agreement constitutes the valid and binding obligation Parent, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Parent hereunder which shall, notwithstanding any such payment (other parties hereto, this Section 11.18 constitutes than any payment made by the valid and binding obligation of Parent, enforceable against Borrower or Parent in accordance with its termsrespect of the Secured Obligations or any payment received or collected from the Borrower or Parent in respect of the Secured Obligations), subjectremain liable for the Secured Obligations until, as subject to enforcementSection 8.05, to the Bankruptcy Secured Obligations are paid in full in cash, no Letter of Credit shall be outstanding and Equity Exceptionthe Committed Amount and the Maximum Amount are terminated.

Parent Guarantee. In consideration of, and as an inducement to Seller entering into this Agreement and performing its respective obligations hereunder, Parent hereby irrevocably, absolutely and unconditionally guarantees (except for any conditions contained in this Section 11.18) to Seller the full performance and payment and performance when due by the Buyers of all the covenants, obligations, liabilities monetary or otherwise, and indebtedness undertakings of the Buyers pursuant to or otherwise in connection with this Agreement and the Transaction Documents, and the consummation of the transactions contemplated hereby or thereby (the “Buyer Guaranteed Obligations”). This guarantee is a guarantee of performance and not of collection. To the fullest extent permitted by Law, Parent hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by Seller and Parent waives promptness, diligence, notice of the acceptance of this guaranty and of the Buyer Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any of the Buyer Guaranteed Obligations incurred and all other notices of any kind, nature and description of Company under this Agreement and any other agreements contemplated hereby (the “Company Obligations”). The Company Obligations all defenses which may be enforced available by Buyer against Parent without virtue of any requirement that Buyer first exercise its rights against Company. In determining when paymentvaluation, performance stay, moratorium law or discharge other similar law now or hereafter in effect, any right to require the marshalling of obligation by Parent is dueassets of the Buyers, and all suretyship defenses generally; provided, however, that notwithstanding the amount thereofforegoing or anything to the contrary set forth herein, Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreement. Parent’s obligations under this Section 11.18 shall remain in full force and effect without regard to, and shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not Parent shall have any knowledge thereofall of the same rights and defenses (whether pursuant to limitations on liability, notice requirements or otherwise) except as the Buyers may be expressly have pursuant to the terms of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby or thereby. Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated hereby and that the waivers set forth herein. Parent hereby waives each of the following: (i) notice of acceptance of the Company Obligations or of the existence or creation of all or any of the Company Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid and binding obligation 8.11 are knowingly made in contemplation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exceptionsuch benefits.

Parent Guarantee. (a) Parent hereby absolutely irrevocably and unconditionally unconditionally, as primary obligor and not merely as surety, guarantees (except for any conditions contained in this Section 11.18) to Purchaser the full and timely payment and performance by Seller when due of any obligation of Seller pursuant to this Agreement to the extent the same is required to be paid by Seller pursuant to the terms and subject to the conditions and limitations thereof. (b) Parent hereby represents and warrants to Purchaser as of the date hereof and as of the Closing as follows: (i) Parent is a corporation (A) duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and (B) with all obligations, liabilities requisite corporate power and indebtedness of any kind, nature authority to own and description of Company under operate its properties and to carry on its business as presently conducted. (ii) Parent has all requisite corporate power and authority to enter into this Agreement and any other agreements contemplated hereby (to carry out its obligations hereunder and to consummate the “Company Obligations”)Contemplated Transactions. The Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise its rights against Company. In determining when payment, performance or discharge of obligation execution and delivery by Parent is due, of this Agreement has been duly authorized by all necessary action on the part of Parent and no other proceedings (corporate or otherwise) on the amount thereof, Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that part of Parent or Company may have under this Agreement. Parent’s obligations under this Section 11.18 shall remain in full force and effect without regard to, and shall not be released, discharged, its board of directors or in any way affected by, any circumstance or condition whatsoever (whether or not Parent shall have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each of the following: (i) notice of acceptance of the Company Obligations or of the existence or creation of all or any of the Company Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect stockholders are necessary to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with authorize this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment consummation of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against CompanyContemplated Transactions. This Agreement has been duly executed and delivered by ParentParent and constitutes (assuming the due authorization, and, assuming this Agreement constitutes the valid execution and binding obligation of delivery by the other parties hereto) the legal, this Section 11.18 constitutes the valid and binding obligation obligations of Parent, Parent enforceable against Parent in accordance with its terms, subjectexcept as such enforceability may be limited by bankruptcy, as reorganization, insolvency, fraudulent transfer, moratorium, restructuring or other Laws affecting creditors’ rights and remedies generally and general principles of equity (irrespective of whether enforcement is sought in a proceeding at law or in equity); and (iii) The execution, delivery and performance by Parent of this Agreement and the consummation of the Contemplated Transactions do not and will not, with or without notice or lapse of time or both, conflict with, contravene, result in any violation of or default under, or give rise to enforcementa right of termination, cancellation or acceleration of any obligation under, or require a consent or waiver under, (A) any Law or Order applicable to Parent, (B) any terms or conditions of Parent’s Charter Documents, or (C) any material Contract to which Parent is a party or by which Parent or any of its assets is bound. (c) Parent shall not assign (whether by operation of Law or otherwise) its rights, interests or obligations hereunder to any other Person without the prior written consent of Purchaser. Any attempted assignment in violation of this Section 9.17(c) shall be null and void; provided, that, notwithstanding anything to the Bankruptcy and Equity Exceptioncontrary contained in this Agreement, nothing shall restrict Parent from the sale, transfer, exchange, assignment or other disposition by any means of a majority of its equity securities, or all or substantially all of its assets; provided, however, in connection with any such transaction, the successor to Parent or purchaser of substantially all of Parent’s assets shall expressly assume in writing Parent’s obligations hereunder, a copy of which written assumption agreement shall be provided to Purchaser.

Parent Guarantee. (a) Parent hereby absolutely irrevocably and unconditionally unconditionally, as primary obligor and not merely as surety, guarantees (except for any conditions contained in this Section 11.18) to the Buyers the full and timely payment and performance by the Sellers when due of any obligation of the Sellers pursuant to this Agreement to the extent the same is required to be paid by the Sellers pursuant to the terms and subject to the conditions and limitations thereof. (b) Parent hereby represents and warrants to the Buyers as of the date hereof and as of the Closing as follows: (i) Parent has all obligations, liabilities requisite power and indebtedness of any kind, nature and description of Company under authority to enter into this Agreement and any other agreements contemplated hereby (the “Company Obligations”). The Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise to perform its rights against Company. In determining when payment, performance or discharge of obligation by Parent is due, and the amount thereof, Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have obligations under this Agreement. Parent’s The execution and delivery of this Agreement by Parent and the performance by Parent of its obligations under this Section 11.18 shall remain in full force and effect without regard to, and shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not Parent shall Agreement have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each been duly authorized by all necessary action on the part of the following: (i) notice of acceptance of the Company Obligations or of the existence or creation of all or any of the Company Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid Parent and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, to (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (B) general principles of equity; and (ii) The execution and delivery of this Agreement does not, and the Bankruptcy performance by Parent of its obligations under this Agreement shall not, (A) conflict with, or result in any violation or breach of, any provision of the organizational documents of Parent, (B) conflict with or violate any Law applicable to Parent, (C) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under any material contract to which Parent is a party, or (D) require any material notices, reports or other filings by Parent with, nor any material consents by any Governmental Entity or other Person, except for any notice, report or other filing by Parent with, or any consent by, any Governmental Entity or other Person where the failure to make such notice, report or other filing with, or obtain such consent of, such Governmental Entity or other Person would not, individually or in the aggregate, reasonably be expected to impair or delay Parent’s performance of its obligations hereunder. (c) Parent shall not assign (whether by operation of law or otherwise) its rights, interests or obligations hereunder to any other Person without the prior written consent of the Buyers. Any attempted assignment in violation of this section shall be null and Equity Exceptionvoid; provided, that, notwithstanding anything to the contrary contained in this Agreement, nothing shall restrict Parent from the sale, transfer, exchange, assignment or other disposition by any means of a majority of its equity securities, or all or substantially all of its assets; provided, however, in connection with any such transaction, the successor to Parent or purchaser of substantially all of Parent’s assets shall expressly assume in writing Parent’s obligations hereunder, a copy of which written assumption agreement shall be provided to the Buyers.

Parent Guarantee. Parent hereby absolutely and unconditionally guarantees (except for any conditions contained in this Section 11.18) to Buyer the full and timely payment and performance when due of all obligations, liabilities and indebtedness by Seller of any kind, nature amount due and description payable from Seller to Buyer in accordance with the terms of Company under this Agreement (and subject to any other agreements contemplated hereby limitations on Seller’s obligations set forth herein), including any and all payments required under Article VIII (collectively, the “Company Seller Payment Obligations”). The Company Obligations may Parent further unconditionally guarantees to Buyer that if Seller fails to perform any Seller Payment Obligation when due and upon written demand, then Parent shall, upon written demand from Buyer, perform, or cause to be enforced by Buyer against Parent without any requirement that Buyer first exercise its rights against Companyperformed, all such Seller Payment Obligations. In determining when payment, performance or discharge of obligation All payments made by Parent is due, and pursuant to the amount thereof, Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreement. Parent’s obligations incurred by it under this Section 11.18 13.4 shall remain be paid within ten (10) business days after receipt by Parent from Buyer of written demand for such payment. In the event that Parent fails to make such payment within such time, Buyer may, at its option, immediately proceed against Parent for the performance of the Seller Payment Obligations or to enforce its rights hereunder, without first proceeding against Seller. Parent further agrees that its guarantee shall be an irrevocable guarantee and shall continue in full force effect notwithstanding any extension or modification of any Seller Payment Obligation, any assumption of any such Seller Payment Obligation by any other party, or any other act or thing which might otherwise operate as a legal or equitable discharge of a guarantor and effect without regard toParent hereby waives all special suretyship defenses and notice requirements. The obligations, covenants and agreements of Parent hereunder shall not be released, discharged, affected or impaired in any way affected byby the voluntary or involuntary liquidation, sale or disposition of any circumstance assets of Seller, or condition whatsoever the merger or consolidation of Seller with any other person. This guarantee shall be binding upon all successors and assigns of Parent (whether including but not limited to any entity or not group of entities to which Parent shall have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each of the following: (i) notice of acceptance of the Company Obligations sells, assigns or of the existence or creation of transfers all or any substantially all of the Company Obligations; (ii) presentment, demand, protest its or notice of dishonor, nonpayment its subsidiaries’ assets in one or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Lawmore related transactions); (iii) any requirement provided, however, that Buyer institute suit or otherwise exhaust no assignment shall release Parent from its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exceptionhereunder.

Parent Guarantee. (a) Parent hereby absolutely absolutely, irrevocably and unconditionally guarantees (except for any conditions contained in this Section 11.18) to Seller the payment due and punctual payment, performance when due and discharge of all obligations, liabilities and indebtedness obligations of any kind, nature and description of Company Buyer under this Agreement and the Closing Agreements (including payment of the Final Purchase Price and any other agreements contemplated hereby damages for breach arising under this Agreement and the Closing Agreements) (collectively, the “Company Obligations”). The Company Obligations Without limiting the generality of the foregoing, this guarantee is one of payment, not collection, and a separate action or actions may be enforced by Buyer brought and prosecuted against Parent without to enforce this guarantee, irrespective of whether any requirement that action is brought against Buyer first exercise its rights against Companyor whether Buyer is joined in any such actions, and irrespective of whether Buyer or any other Person was primarily responsible for causing the breach of the Obligations. In determining when If Buyer fails to perform any of the Obligations requiring payment, performance in whole or discharge of obligation by Parent in part, when such Obligation is due, Parent shall promptly pay such Obligation in lawful money of the United States and the amount thereof, Parent in any event within five (5) Business Days of receipt of written demand for payment from Seller. Seller may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreement. enforce Parent’s obligations under this Section 11.18 shall remain 10.20 without first suing Buyer or joining Buyer in full force any suit against Parent, or enforcing any rights and effect without regard toremedies against Buyer, and or otherwise pursuing or asserting any claims or rights against Buyer or any other Person or any of its or their property which may also be liable with respect to the matters for which Parent is liable under this Section 10.20 whether Buyer or any other Person was primarily responsible for causing the breach of the Obligations of Buyer. (b) Parent agrees that its obligations hereunder shall not be released, released or discharged, in whole or in any way part, or otherwise affected by, any circumstance or condition whatsoever (whether or not Parent shall have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each of the following: by (i) notice the existence of acceptance of any claim, set-off or other right which Parent may have at any time against Buyer, whether in connection with the Company Obligations or of the existence or creation of all or any of the Company Obligationsotherwise; (ii) presentmentany insolvency, demandbankruptcy, protest or notice of dishonor, nonpayment reorganization or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Law)similar proceeding affecting Buyer; (iii) the failure of Seller to assert any requirement that Buyer institute suit claim or otherwise exhaust its rights demand or remedies to enforce any right or remedy against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against ParentBuyer; and (iv) all suretyship defenses generally any change in the corporate existence, structure or ownership of Buyer; (v) the adequacy of any other than defenses to the means Seller may have of obtaining payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exception.Obligations; or

Parent Guarantee. (a) Parent Guarantor hereby absolutely guarantees the full, complete and unconditionally guarantees (except for any conditions contained in this Section 11.18) the timely payment and performance when due of all obligations, liabilities and indebtedness of any kind, nature and description of Company under this Agreement and any other agreements contemplated hereby (the “Company Obligations”). The Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise of its rights against Company. In determining obligations under Article II when payment, performance or discharge of obligation by Parent is due, and the amount thereof, Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have as due under this Agreement. Parent’s obligations If any default shall be made by Buyer in the performance of any such payment obligations, then Parent Guarantor shall make such payment obligation upon written notice from the Sellers specifying such default. Prior to proceeding against Parent Guarantor under this Section 11.18 13.15, the Sellers shall remain first demand payment from Buyer in full force and effect without regard toaccordance with the applicable provisions of this Agreement; provided, and however, that the Sellers shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not required to initiate legal proceedings against Buyer prior to proceeding against Parent shall have any knowledge thereof) except as may be expressly Guarantor under this Section 13.15. The guarantee set forth herein. Parent hereby waives each in this Section 13.15 shall survive the Closing and shall expire and be of no further force or effect at the followingclose of Business on the third Business Day after: (i) notice of acceptance of the Company Obligations Determination Date, if the Buyer has no obligation to pay an amount to the Sellers under Section 2.3(e); or of the existence or creation of all or any of the Company Obligations; (ii) presentmentif the Buyer has an obligation to pay an amount to the Sellers or the Escrow Agent under Section 2.3(e), demandthe date on which such amount(s) have been paid. (b) The Parent Guarantor represents and warrants as follows: (i) Parent Guarantor is a U.S. operating entity and issues debt publicly in the United States. (ii) Parent Guarantor is a corporation duly organized, protest or notice of dishonor, nonpayment or other default with respect to any validly existing and in good standing under the laws of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and jurisdiction of its counsel in accordance with this Agreement or applicable Law); incorporation. (iii) any requirement that Buyer institute suit or otherwise exhaust Parent Guarantor has full corporate power and authority to execute and deliver this Agreement and to perform its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and obligation hereunder. (iv) The execution and delivery by Parent Guarantor of this Agreement and the performance by Parent Guarantor of its obligations hereunder have been duly approved by all suretyship defenses generally requisite corporate action of Parent Guarantor. (other than defenses v) Except to the payment extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting the enforceability of creditors’ rights generally and except to the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would extent enforcement of remedies may be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered limited by Parent, and, assuming general equitable principles this Agreement constitutes the valid and legally binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of ParentParent Guarantor, enforceable against Parent Guarantor in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exceptionterms of this Agreement.

Parent Guarantee. (a) Parent hereby absolutely irrevocably and unconditionally guarantees (except for any conditions contained in this Section 11.18) to Seller the due and punctual payment and performance when due of all obligations, liabilities and indebtedness the obligations of any kind, nature and description of Company under this Agreement and any other agreements contemplated hereby Buyer hereunder (the “Company Guaranteed Obligations”). The Company Obligations may be enforced by If, for any reason whatsoever, Buyer against Parent without fails or is unable to duly, punctually and fully pay or perform any requirement that Buyer first exercise its rights against Company. In determining when payment, performance or discharge of obligation by Parent is due, and the amount thereofGuaranteed Obligations, Parent may assert any defenses will forthwith pay or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreement. Parent’s obligations under this Section 11.18 shall remain in full force and effect without regard to, and shall not be released, dischargedperform, or in any way affected bycause to be paid or performed, any circumstance or condition whatsoever (whether or not Parent shall have any knowledge thereof) except as may be expressly set forth hereinsuch Guaranteed Obligations. Parent hereby waives each diligence, presentment, demand of payment, filing objections with a court, any right to require proceeding first against Buyer, any right to require the prior disposition of the following: assets of Buyer to meet its obligations, notice, protest and all demands whatsoever. This is a guarantee of payment and performance and not solely collectability, and is in no way conditioned or contingent upon any attempts to collect or upon any other condition or contingency. Notwithstanding anything to the contrary set forth in this Section 12.14, (i) notice to the extent that the Buyer is relieved from the Guaranteed Obligations by satisfaction thereof or pursuant to any mutual written agreement between Buyer and Seller, Parent shall be similarly relieved of acceptance of the Company such Guaranteed Obligations or of the existence or creation of all or any of the Company Obligations; and (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect Parent shall be permitted to assert any defenses to the exercise of the Company Obligations and all other notices whatsoever (except for notices guaranty in this Section 12.14 by Seller available to be provided to Company, Parent and its counsel Buyer in accordance with this the terms and conditions of the Agreement in connection with the Guaranteed Obligations (for the avoidance of doubt, except for any defense arising by operation of any bankruptcy, insolvency, disability, dissolution, receivership, reorganization or applicable Law); (iii) any requirement that Buyer institute suit similar law or otherwise exhaust its rights by reason of lack of limited partnership, corporate or remedies against Company other power of Buyer, lack of capacity, lack of authority or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses disability to the payment of enforceability or validity of, or defense based on the unenforceability or invalidity of, the obligations that are available against Buyer, or other defenses expressly waived hereby or thereby). (b) Parent is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Parent has full corporate power and authority and has taken all corporate action necessary in order to Parent or Company execute, deliver and perform its obligations under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by ParentParent and is a legal, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent it in accordance with its terms, subjectexcept as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other Legal Requirements of general application relating to or affecting creditors’ rights and to general principles of equity. None of the execution and delivery by Parent of this Agreement, and the compliance with or fulfillment of the terms, conditions or provisions hereof by Parent will (i) conflict with or violate any provision of the Governing Documents of Parent; (ii) conflict with, breach, constitute a default (with or without the lapse of time, the giving of notice or both) or an event of default under any of the terms of, result in the termination of or gives rise to a right of termination, cancellation, loss of rights under, modification of any provisions of, increase in any payments or obligations pursuant to or accelerate the maturity of or creates any Encumbrance (other than any Permitted Encumbrance) on any asset or property of Parent under, any lease, License, indenture, mortgage or any other Contract to which Parent is a party or by which any of its assets may be bound or affected; or (iii) violate any Legal Requirement to which Parent is subject or by which any of its assets may be bound or affected with such exceptions, in the case of each of clauses (ii) and (iii), as would not materially impair Parent’s ability to enforcementperform or comply with its obligations under this Agreement or to consummate the transactions contemplated hereby. (c) Parent shall not transfer or assign, in whole or in part, any of its obligations under this ‎Section 12.14. (d) For the avoidance of doubt, ‎Section 12.3 shall apply to the Bankruptcy and Equity Exceptionthis ‎Section 12.14.

Parent Guarantee. (a) The Parent hereby absolutely unconditionally and unconditionally irrevocably guarantees (except for any conditions contained in this Section 11.18) to Purchaser the payment due, prompt and complete performance when due by the Seller of all obligations, liabilities and indebtedness the obligations of any kind, nature and description of Company the Seller under this Agreement in accordance with, and any other agreements contemplated hereby subject to the conditions set forth in, this Agreement (the “Company Obligations”). The Company . (b) If the Seller fails to pay or perform any Obligations for which it is liable, when and as the same shall become due and payable or performable (whether by acceleration or otherwise), Purchaser shall make written demand on the Seller for the payment or performance of such Obligations, as the case may be enforced by Buyer against Parent without any requirement that Buyer first exercise its rights against Company. In determining when payment, performance or discharge of obligation by Parent is duebe, and if Purchaser is unable to obtain such payment or performance from the amount thereofSeller, Parent as the case may assert any defenses or limitations to such payment, performance or dischargebe, and any rightssuch Obligations are not in dispute between the Seller and Purchaser, remediesthen after 30 days from the date of the written demand, counterclaims, reductions and setoffs Purchaser may make written demand on the Parent for such non-disputed Obligations; provided that Parent or Company may have under this Agreement. Parent’s obligations under this Section 11.18 shall remain in full force and effect without regard to, and shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not the Parent shall have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each entitled to assert against Purchaser all of the following: (i) notice of acceptance defenses to payment or performance of the Company Obligations or of the existence or creation of all or any of the Company Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations Obligation that are available to the Seller. In the event any Obligation is in dispute between the Seller and Purchaser, the Seller and Purchaser must have fully resolved such dispute either by the agreement of the Seller or Purchaser or pursuant to final resolution of the dispute through litigation or arbitration before Purchaser shall be entitled to make written demand on the Parent or Company pursuant to this Section 9.15. Subject to the preceding sentence, in the event that Purchaser makes a demand on the Parent for an Obligation that is the subject of a dispute between the Seller and Purchaser, the Parent shall have no obligation under this Agreement). Agreement to pay or perform, as the case may be, such Obligation until such dispute is resolved either by the agreement of the Seller or Purchaser or pursuant to final resolution of the dispute through litigation or arbitration. (c) Nothing contained in this Section 11.18 Agreement shall limit Parent’s ability be deemed to assert as a defense to guarantee any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid and binding obligation of the Seller other parties hereto, than as specifically stated in Section 9.15(a) and other than the Seller’s Obligations and arising out of this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity ExceptionAgreement.

Parent Guarantee. (a) Effective from and after the Initial Effective Time, Parent hereby absolutely guarantees to Buyer the full and unconditionally guarantees (except for any conditions contained in this Section 11.18) timely performance of the payment and performance when due of all obligationscovenants, agreements, liabilities and indebtedness obligations of any kind, nature and description of Company Seller under this Agreement and any other agreements contemplated hereby agrees to cause Seller to fully and timely perform the same. The guarantee set forth in this Section 13.18 (the “Company ObligationsParent Guarantee”). The Company Obligations may be enforced by Buyer against ) is a guarantee of performance and payment and Parent without any requirement acknowledges and agrees that Buyer first exercise its rights against Company. In determining when payment, performance or discharge of obligation by the Parent Guarantee is duefull and unconditional, and the amount thereofno amendment, Parent may assert any defenses modification, release or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreement. Parentextinguishment of Buyer’s obligations under this Section 11.18 shall remain in full force and effect without regard toor liabilities, and shall not be released, discharged, or whether by decree in any way affected bybankruptcy proceeding or otherwise, any circumstance or condition whatsoever (whether or not shall affect the continuing validity and enforceability of the Parent shall have any knowledge thereof) except as may be expressly set forth hereinGuarantee. Parent hereby waives each waives, for the benefit of Buyer, any right to require Buyer, as a condition of performance by Parent or Seller, to bring any claim against Seller or pursue any other remedies whatsoever. Parent understands and acknowledges that Buyer is relying on the following: Parent Guarantee in entering into this Agreement. (b) Parent hereby represents and warrants that: (i) notice of acceptance Parent is duly organized and validly existing under the Laws of the Company Obligations or jurisdiction of its formation and has all corporate power, authority and capacity to execute, deliver and perform the existence or creation of all or any of the Company Obligations; Parent Guarantee; (ii) presentmentthe execution, demanddelivery and performance of the Parent Guarantee have been duly authorized and approved by all necessary action and do not contravene any provision of Parent’s certificate of incorporation, protest or notice of dishonor, nonpayment bylaws or other governing documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on Parent or its assets or result in any breach, termination or violation of, or constitute a default (with respect or without due notice or lapse of time or both) under, or give to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Law); Person any right; (iii) all consents, approvals, authorizations, permits of, filings with and notifications to, any requirement that Buyer institute suit Government Authority or otherwise exhaust its rights or remedies against Company or against any other Person prior necessary for the due execution, delivery and performance of the Parent Guarantee by Parent have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to enforcing or filing with, any rights they have hereunder Government Authority or otherwise against Parent; and regulatory body or other Person is required in connection with the execution, delivery or performance of the Parent Guarantee; (iv) all suretyship defenses generally (other than defenses to the payment by Parent’s execution of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if , the claim were asserted directly against Company. This Agreement Parent Guarantee has been duly and validly executed and delivered by Parentand constitutes a legal, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms; and (v) Parent has the financial capacity to pay and perform its obligations under the Parent Guarantee, subject, and all funds or assets necessary for Parent to fulfill its obligations under the Parent Guarantee shall be available to Parent for so long as to enforcement, to the Bankruptcy and Equity ExceptionParent Guarantee shall remain in effect.

Parent Guarantee. 10.17.1 Parent hereby irrevocably, absolutely and unconditionally guarantees (except for any conditions contained in this Section 11.18a) the full and punctual payment of any amount or amounts due and payable by Buyer and its Affiliates (other than Parent) under this Agreement, including pursuant to Article 8, and under each Ancillary Agreement and (b) the timely satisfaction and performance when due of all obligations, liabilities obligations of Buyer and indebtedness of any kind, nature and description of Company its Affiliates (other than Parent) under this Agreement and any other agreements contemplated hereby each Ancillary Agreement (collectively, the “Company Guaranteed Obligations”). The Company Obligations may ▇▇▇▇▇ acknowledges and agrees that the guarantee described in this Section 10.17 is a primary guarantee of performance and not just of collection. Parent agrees that if ▇▇▇▇▇ fails to make any payment that is required to be enforced made by Buyer against under this Agreement or any Ancillary Agreement when due, such amount shall for purposes hereof and thereof be deemed due and payable by Parent without upon written notice from Seller to Parent demanding payment thereof. The liability of Parent under this Section 10.17 for the Guaranteed Obligations shall not be released, discharged or otherwise affected by: (i) any requirement that change in the corporate existence, structure or ownership of Buyer first exercise its rights against Company. In determining when paymentor such Affiliates, performance or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Buyer, such Affiliates or their respective assets, or any resulting release or discharge of any obligation of Buyer or such Affiliates; or (ii) any other act or omission to act or delay of any kind by Seller, Buyer or any other Person or any other circumstance whatsoever that might, but for the provisions of this Section 10.17, constitute a legal or equitable discharge of Parent’s obligations hereunder. 10.17.2 Parent hereby waives (a) notice of acceptance of the guarantee provided in this Section 10.17, (b) presentment and demand of the Guaranteed Obligations, (c) notice of or proof of reliance by Parent is due, upon this Section 10.17 and (d) any right to require that any action be brought against Buyer or any other Person with respect to the amount thereof, Guaranteed Obligations prior to any action against Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreement. Section 10.17. 10.17.3 Parent’s obligations under this Section 11.18 10.17 are continuing and shall remain in full force and effect without regard tountil the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon Parent and its successors and permitted assigns, and shall not inure to the benefit of, and be released, discharged, or in any way affected enforceable by, any circumstance Seller and its successors and permitted assigns. 10.17.4 Parent hereby represents and warrants to Seller as follows: (a) Parent is a legal entity organized, validly existing and in good standing under the Laws of Canada and (b) Parent has the requisite corporate or condition whatsoever (whether other entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated to be consummated by it by this Agreement. The execution and delivery of this Agreement by ▇▇▇▇▇ and the consummation of the transactions contemplated to be consummated by it by this Agreement have been duly authorized by the necessary corporate or not Parent shall have any knowledge thereof) except as may be expressly set forth hereinother entity actions of Parent. Parent hereby waives each of the following: (i) notice of acceptance of the Company Obligations or of the existence or creation of all or any of the Company Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement and this Agreement (assuming the due authorization, execution and delivery hereof by each other Party) constitutes the valid and legally binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation obligations of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, subject to the Bankruptcy and Equity Exception.Enforceability Exceptions. [Signature page follows]

Parent Guarantee. The Parent hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees (except for any conditions contained in this Section 11.18) the payment and performance when due of all obligations, liabilities of the payment and indebtedness other obligations of any kind, nature Purchaser and description of Company under Merger Sub in this Agreement and any the other agreements contemplated hereby Transaction Documents (the “Company Parent Obligations”), in each case, when and to the extent that, any such Parent Obligations shall become due and payable; provided, however, that the Parent shall be subject to the limitations set forth herein and shall succeed to all rights of Purchaser hereunder. The Company Obligations may be enforced by Buyer against Parent without any requirement agrees that Buyer first exercise its rights against Company. In determining when payment, performance or discharge the guaranty set forth in this Section 11.16 is a present and continuing guaranty of obligation by Parent is duepayment and not of collectability, and that the amount thereofCompany shall not be required to prosecute collection, enforcement or other remedies against Purchaser or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on the Parent for payment or performance. The Parent agrees that if, for any reason, Purchaser shall fail or be unable to pay or perform, punctually and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. The Parent agrees that the obligations of the Parent pursuant to this Section 11.16 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Parent may assert have against the Company or any defenses or limitations to such payment, performance or dischargeother Person, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreement. Parent’s obligations under this Section 11.18 shall remain in full force and effect without regard to, and shall not be released, discharged, discharged or affected in any way affected by, by any circumstance or condition whatsoever (whether or not the Parent shall have any knowledge thereof) except as may be expressly set forth herein). The execution, delivery and performance by the Parent hereby waives each of this Agreement and the consummation of the following: (i) notice of acceptance transactions contemplated hereby, have been duly 157437977.10 authorized by all necessary corporate action on the part of the Company Obligations or of the existence or creation of all or any of the Company Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent. The Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered this Agreement, and assuming the due authorization, execution and delivery by Parentthe Company, and, assuming this Agreement constitutes the constitute its legal, valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parentobligation, enforceable against Parent it in accordance with its terms, subject, as to enforcement, except to the Bankruptcy and Equity Exceptionextent that the enforceability thereof may be limited by the Enforceability Exceptions.

Parent Guarantee. To induce Buyer to enter into this Agreement, and to enter into and perform various transactions contemplated hereby, for a period of three years from the Closing Date, Parent hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees (except for any conditions contained in this Section 11.18) to Buyer and its successors and permitted assigns, the prompt and complete payment and performance as and when due (whether at stated maturity, by acceleration or otherwise), of all obligationsexisting and future obligations of Seller to Buyer under, liabilities and indebtedness pursuant to or in connection with Article X of any kindthis Agreement, nature and description provided that the maximum liability of Company under this Agreement and any other agreements contemplated hereby Parent with respect to such guarantee shall not exceed $2,500,000 (the “Company ObligationsGuaranteed Amount”), provided further that if during the three-year period following the Closing Date the payment of sums from the Escrow Amount is unavailable for immediate payment, for any reason, at the time at which a payment under an indemnity claim made pursuant to the provisions set forth in Article X of this Agreement would otherwise be required to be made pursuant to the terms of the Escrow Agreement and such circumstances have not arisen as a result of full or partial exhaustion of the Escrow Amount by previous indemnity claims of Buyer, Buyer and its successors and permitted assigns may instead pursue payment of such indemnity claim under this guarantee to the extent of the Escrow Amount that is unavailable as a result of the foregoing and in any case only up to a maximum of $7,500,000 (inclusive of the Guaranteed Amount) cumulatively for such claims under such conditions (the “Alternative Guaranteed Amount”). The Company Obligations may be enforced by Buyer shall make all claims against Parent without any requirement that Buyer first exercise its rights against Company. In determining when paymentthe Guaranteed Amount or the Alternative Guaranteed Amount, performance or discharge of obligation by Parent is dueas applicable, and mutatis mutandis in accordance with the amount thereof, Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreementprocedures set forth in Section 10.05. Parent’s obligations under this Section 11.18 shall remain in full force hereunder are primary and effect without regard to, not secondary and are unconditional and shall not be releasedaffected by any other circumstance relating to the guarantee that might otherwise constitute a legal or equitable discharge of or defense to this guarantee (excluding the defense of payment, dischargedwhich is not waived). This is a guarantee of payment and not a guarantee of collection, or in and Parent agrees that Buyer may resort to Parent for payment of any way affected by, any circumstance or condition whatsoever (of the guarantee owed to it whether or not Parent Buyer shall have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each of the following: (i) notice of acceptance of the Company Obligations or of the existence or creation of all or proceeded against Seller for any of the Company Obligations; (ii) presentment, demand, protest obligations giving rise to the guarantee and whether or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that not Buyer institute suit or otherwise exhaust its rights or remedies against Company or against has pursued any other Person prior remedy available to enforcing it. Buyer shall not be obligated to file any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses claim relating to the payment guarantee in the event that Seller becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the obligations that are available Buyer to Parent or Company under this Agreement). Nothing contained in this Section 11.18 so file shall limit not affect Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exceptionobligations hereunder.

Parent Guarantee. (a) The Parent hereby absolutely represents and unconditionally guarantees (except for any conditions contained in this Section 11.18) the payment and performance when due of all obligations, liabilities and indebtedness of any kind, nature and description of Company under this Agreement and any other agreements contemplated hereby (the “Company Obligations”). The Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise its rights against Company. In determining when payment, performance or discharge of obligation by Parent is due, and the amount thereof, Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreement. Parent’s obligations under this Section 11.18 shall remain in full force and effect without regard to, and shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not Parent shall have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each of the followingwarrants that: (i) notice of acceptance the Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the Company Obligations or State of the existence or creation of all or any of the Company ObligationsDelaware; (ii) presentmentthe Parent has all requisite corporate power and authority to execute, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations deliver and all other notices whatsoever (except for notices to be provided to Company, Parent and perform its counsel in accordance with obligations under this Agreement or applicable Law)Agreement; (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have hereunder or otherwise against been duly authorized by all necessary corporate action on the part of the Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parentan authorized officer of the Parent and constitutes a legal, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against the Parent in accordance with its terms, except as may be limited by applicable Bankruptcy Laws or by general principles of equity (whether considered in a proceeding in equity or at law); (v) the execution, delivery and performance by the Parent of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with, result in a breach or violation of, constitute a default (with or without notice or lapse of time, or both) under, or give a right of termination, cancellation or acceleration of any obligation or to a loss of a benefit under, any provision of: (A) any organizational document of the Parent; (B) any applicable Law or any Judgment to which the Parent or its properties or assets may be subject; (C) any other agreement (whether written or oral), commitment or instrument to which the Parent is a party or by which the Parent is bound; (vi) no consent, approval, license order, authorization, registration, declaration or filing with or of any Governmental Entity or other Person is required to be done or obtained by the Parent in connection with the execution, delivery and performance by the Parent of this Agreement, and (vii) the Parent has the financial capacity to pay and perform its obligations pursuant to the Parent Guarantee, and all funds necessary for the Parent to pay and perform its obligations pursuant to the Parent Guarantee shall be available to the Parent for so long as the Parent Guarantee shall remain in effect. (b) As a material inducement to the Buyer’s willingness to enter into this Agreement and perform its obligations hereunder, the Parent (i) hereby unconditionally guarantees the due and punctual payment and performance of all of the Seller’s obligations and commitments under this Agreement and any related documents, and (ii) hereby further covenants to procure and cause the Seller to take such actions necessary to support and duly complete the due and punctual payment and performance of the Seller’s obligations and commitments under this Agreement and any related documents in relation to the Buyer’s exercise of its rights and remedies under this Agreement and any related documents (collectively, (i) and (ii) this “Parent Guarantee”). This Parent Guarantee is an irrevocable guarantee of payment and performance (and not just of collection) and shall continue in effect notwithstanding any extension or modification of the terms of this Agreement or any other Transaction Document, any assumption of any such guaranteed obligations by any other party or Person or any other act or event that might otherwise operate as a legal or equitable discharge of the Parent. The Parent hereby waives all its rights to subrogation arising out of any payment or performance by the Parent under this Parent Guarantee. The obligations of the Parent hereunder shall be absolute and unconditional, and shall not be affected by or contingent upon (a) the merger or consolidation of the Seller with or into any corporation or other Person, or any sale or transfer by the Seller of all or any part of its or their property or assets, (b) a Bankruptcy Event affecting the Seller, or (c) any modification, alteration, amendment, supplement, waiver or addition of or to this Agreement or any related document. The Parent hereby waives all suretyship defenses and protest, notice of protest, demand for performance, diligence, notice of any other action at any time taken or omitted by the Buyer and, generally, all demands and notices of every kind in connection with this Parent Guarantee, and the Seller’s obligations in this Agreement and any related documents hereby guaranteed, and which the Parent may otherwise assert against the Buyer. This Parent Guarantee shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or performance of any of the obligations of the Seller under this Agreement or any related document is rescinded or must otherwise be restored or returned by the Seller upon a Bankruptcy Event of the Seller or otherwise. The Parent acknowledges that each of the waivers set forth in this Parent Guarantee is made with full knowledge of its significance and consequences and under the circumstances the waivers are reasonable and not contrary to enforcementpublic policy. If any of said waivers is determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the Bankruptcy extent permitted and Equity Exceptionrequired by applicable law.

Parent Guarantee. To induce Seller to enter into this Agreement, which Agreement is of material benefit to Parent, Parent hereby absolutely and unconditionally guarantees (except for any conditions contained in this Section 11.18) to Seller, as a primary obligor and not merely as a surety, the prompt and full payment and performance when due by Buyer of all obligations, of Buyer's obligations and liabilities and indebtedness of any kind, nature and description of Company under this Agreement and any the other agreements contemplated hereby Transaction Documents in accordance with the terms hereof and thereof (the “Company Obligations”"Parent Guarantee"). The Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise its rights against Company. In determining when payment, performance or discharge of obligation by Parent is due, and the amount thereof, Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreement. Parent’s obligations under this Section 11.18 shall remain in full force and effect without regard to, and shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not Parent shall have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each of the following: (i) notice of acceptance of the Company Obligations agrees that, if Buyer fails to pay and perform promptly any such obligation or of the existence or creation of all or any of the Company Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel liability in accordance with this Agreement such terms, Parent will forthwith, upon demand, pay and perform the same. The unconditional obligation of Parent hereunder will not be affected, impaired or applicable Law); (iii) released by any requirement termination or expiration hereof, or by Closing hereunder, or by any extension, waiver, amendment or other circumstance whatsoever that Buyer institute suit would affect, impair, release or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as constitute a defense to any claim any defense that would obligation of a guarantor or surety (other than Buyer's full and timely performance). In connection with and to induce Seller and Stockholder to accept this Parent Guarantee and enter into this Agreement, Parent represents and warrants to Seller and Stockholder as follows: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as currently conducted or proposed to be available conducted. (b) Parent has all requisite power and authority to Company if execute and deliver and perform its obligations under this Agreement and to consummate the claim were asserted directly against Companytransactions contemplated hereby. The execution, delivery and performance of this Agreement have been duly authorized by all requisite corporate action on the part of Parent. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties heretolegal, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, except to the Bankruptcy extent enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and Equity Exceptionother similar laws now or hereafter in effect relating to creditors rights generally, and general principles of equity. (c) The execution, delivery and performance of this Agreement by Parent and the consummation of the transactions contemplated hereby (a) do not require Parent to file any notice with or obtain any consent, approval, authorization or exemption from any person or entity, including without limitation any government or governmental agency or instrumentality, (b) will not violate any writ, injunction, decree, order, judgment, law, statute, ordinance, rule or regulation and (c) will not constitute a default or breach under any agreement or commitment to which the Parent is a party or by which it or any of its properties may be bound.

Parent Guarantee. (a) The Parent Guarantor hereby absolutely absolutely, unconditionally and unconditionally irrevocably guarantees to the Company the full, complete and timely performance, subject to the terms and conditions hereof, by Parent and Merger Sub of each and every obligation of Parent and Merger Sub under this Agreement. The Parent Guarantor hereby also agrees to fully comply as to itself with Section 6.2. If any default shall be made by Parent or Merger Sub in the performance of any such obligations, then the Parent Guarantor shall perform or cause to be performed such obligations immediately upon written notice from the Company specifying the default. Prior to proceeding against the Parent Guarantor hereunder (except for any conditions contained in with respect to the second sentence of this Section 11.189.12(a)), the Company shall first demand performance from Parent and/or Merger Sub, as applicable, in accordance with the applicable provisions of this Agreement; provided, however, that the Company shall not be required to initiate legal proceedings against Parent or Merger Sub prior to proceeding against the Parent Guarantor or demand performance therefrom more than once. Subject to the terms and conditions hereof, the Parent Guarantor waives (i) the payment any and all defenses specifically available to a guarantor (other than performance when due of all obligationsin full by Parent and/or Merger Sub) and (ii) any notices, liabilities and indebtedness including any notice of any kind, nature and description amendment of Company under this Agreement or waiver or other similar action granted pursuant to this Agreement and any other agreements contemplated hereby (the “Company Obligations”)notice of acceptance. The Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise its rights against Company. In determining when payment, performance or discharge of obligation by Parent is due, and the amount thereof, Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreement. Parent’s obligations under guarantee set forth in this Section 11.18 9.12 shall be deemed a continuing guarantee and shall remain in full force and effect without regard to, and shall not be released, discharged, or until the satisfaction in any way affected by, any circumstance or condition whatsoever (whether or not Parent shall have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each of the following: (i) notice of acceptance of the Company Obligations or of the existence or creation full of all or any obligations of the Company Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company Merger Sub under this Agreement). Nothing contained The guarantee set forth in this Section 11.18 shall limit Parent’s ability to assert 9.12 is a primary guarantee of performance and not just of collection. (b) The Parent Guarantor is duly incorporated and is valid and subsisting as a defense corporation under the Laws of the State of Delware. The Parent Guarantor has all requisite partnership power and authority and has taken all action necessary to any claim any defense that would be available to Company if the claim were asserted directly against Companyexecute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent, the Parent Guarantor and, assuming this Agreement constitutes the valid due authorization, execution and binding obligation delivery by each of the other parties hereto, this Section 11.18 constitutes 9.12 and the provisions referenced in Section 9.12(d) constitute a valid and binding obligation of Parentthe Parent Guarantor, enforceable against Parent it in accordance with its terms, subject, as to enforcementenforceability, to the Bankruptcy Enforceability Exceptions. (c) Except to the extent of the expiration of all statutes of limitations under applicable Law, no delay of the Company in the exercise of, or failure to exercise, any rights under the guarantee set forth in this Section 9.12 shall operate as a waiver of such rights, a waiver of any other rights, or a release of the Parent Guarantor from any of its obligations hereunder. The Parent Guarantor consents to the renewal, compromise, extension, acceleration or other changes in the time of payment of, or other changes in the terms of the obligations subject to, the guarantee set forth in this Section 9.12 or any part thereof, in each case, to the extent Parent has agreed to such change in writing in accordance with this Agreement. (d) The Parent Guarantor hereby agrees to be bound by Sections 6.2, 9.2, 9.4, 9.5, 9.7, 9.8, 9.9, 9.10 and Equity Exception9.11.

Parent Guarantee. Parent hereby absolutely (a) As of the date hereof and unconditionally guarantees (except for any conditions contained in this Section 11.18) as of the payment and performance when due of all obligations, liabilities and indebtedness of any kind, nature and description of Company under this Agreement and any other agreements contemplated hereby (the “Company Obligations”). The Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise its rights against Company. In determining when payment, performance or discharge of obligation by Parent is due, and the amount thereofInitial Closing Date, Parent may assert any defenses represents and warrants to Sellers as follows: (i) Parent (A) is a joint stock corporation, duly organized, validly existing and in good standing under the Laws of Japan and (B) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as now being conducted, except where the failure to have such power or limitations authority would not prevent or materially delay the consummation of the transactions contemplated hereby. (ii) Parent has the requisite organizational power and authority to such paymentexecute and deliver, performance or discharge, consummate the transactions contemplated by and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have carry out its obligations under this Agreement. Parent’s obligations under The execution and delivery by Parent of this Section 11.18 shall remain in full force Agreement and effect without regard to, and shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not the consummation by Parent shall have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each of the following: (i) notice transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of acceptance of the Company Obligations or of the existence or creation of all or any of the Company Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent. Assuming due authorization, and, assuming this Agreement constitutes the valid execution and binding obligation of delivery by the other parties hereto, this Section 11.18 Agreement constitutes the legal, valid and binding obligation of Parent, Parent enforceable against Parent in accordance with its terms, subjectexcept to the extent that enforceability may be limited by the Enforceability Exceptions. (iii) Except for (A) the Governmental Approvals set forth in the Disclosure Schedules, (B) the Change of Control Consents and the Guarantee Consents and (C) the notification and waiting period requirements of the HSR Act, the execution and delivery by Parent of this Agreement and the performance by Parent of its obligations under this Agreement do not: (1) require any Governmental Approval to be obtained or made by Parent; or (2) require any Third Party Approval to be obtained by Parent, other than, in each case, (x) those that may be required solely by reason of Sellers or the Group Companies (as opposed to any other third party’s) participation in the transactions contemplated hereby and (y) as would not reasonably be expected to materially impair or delay the ability of Parent to consummate the transactions contemplated by, or perform its obligations under, this Agreement. (iv) Provided that all consents, approvals, authorizations and other actions described in Section 11.17(a)(iii) have been obtained or taken, the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby will not (A) conflict with or result in any violation or breach of any provision of Parent’s Governing Documents, (B) conflict with or result in any violation or breach of, or cause the loss of any benefit under, or constitute (with or without due notice or lapse of time or both) a default (or cause or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any material Contract or Permit or (C) conflict with or violate in any material respect any Law or Governmental Order applicable to Parent, except, in the case of clause (B) and (C), as would not reasonably be expected to enforcementmaterially impair or delay the ability of Parent to consummate the transactions contemplated by, or perform its obligations under, this Agreement. (b) Subject to the conditions and limitations set forth below, Parent hereby absolutely, irrevocably and unconditionally guarantees, as principal and not as surety, to Sellers, the Bankruptcy due and Equity Exceptionpunctual payment of all payment obligations of Buyer under this Agreement, including the payment obligations contemplated under Articles II, VI, IX, and X, (collectively, the “Guaranteed Obligations”).

Parent Guarantee. Parent hereby absolutely irrevocably, absolutely, fully and unconditionally guarantees (except for any conditions contained in this Section 11.18the “Parent Guarantee”) to the Buyers and their respective successors and permitted assigns the prompt and complete payment when and performance when as due of all obligations, liabilities and indebtedness payment obligations of any kind, nature and description of Company the Seller hereunder or under this Agreement and any other agreements contemplated hereby the Transaction Documents (the “Company Guaranteed Obligations”). The Company Notwithstanding anything to the contrary herein, the liability of Parent under this Parent Guarantee, and Buyers’ right of recovery under this Parent Guarantee, is limited to a total aggregate amount equal to the Cap, which shall be inclusive of any reasonable expenses of the Buyers of endeavoring to collect such amount or any part thereof and of enforcing this Parent Guarantee (including reasonable attorney fees and court costs); provided, however, that such expenses shall be payable by Parent only to the extent that a Buyer is successful in enforcing payment of the applicable Guaranteed Obligation under this Parent Guarantee. This Parent Guarantee shall expire on the date that is fifteen (15) months after the Closing Date, and Parent will not be liable hereunder for the Guaranteed Obligations may be enforced by Buyer against created, incurred, contracted, or assumed after such date; provided, however, that such expiration shall not affect, in any manner, rights arising under (i) this Parent without Guarantee with respect to Guaranteed Obligations that have been created, incurred, or assumed prior to the applicable termination date or (ii) the obligations of the Seller or its Affiliates under this Agreement or the Transaction Documents; provided, further, however, that this Parent Guarantee shall not expire with respect to any requirement claim for indemnification under this Agreement that Buyer first exercise its rights against Companywas delivered to the Seller on or prior to the date that is fifteen (15) months after the Closing Date, and such claim (and the Parent’s Liability hereunder with regard thereto) shall survive until such claim is finally resolved. In determining the event of a default or failure by the Seller to make payment of the Guaranteed Obligations when paymentdue under this Agreement or the Transaction Documents (after any grace period therefor set forth in this Agreement or the Transaction Documents), performance Buyers may, at any time thereafter, submit written notice to Parent describing in reasonable detail the default or discharge failure on the part of obligation by Parent is duethe Seller. Upon receipt of written notice of the default or failure, and the amount thereoffor a period of ten (10) days, Parent will have the option of curing any default or failure by the Seller that is curable. If the default or failure by the Seller has not been cured by the end of such ten (10) day period, Parent shall immediately make the payment due under this Parent Guarantee to the applicable Buyer by wire transfer of immediately available funds to the account specified by such Buyer. Parent agrees that the Parent Guarantee is a primary obligation of Parent and that the Buyers may assert enforce the Parent Guarantee in accordance with the terms of this Section 5.13 without the necessity at any defenses time of resorting to or limitations to such payment, performance or discharge, and exhausting any other rights, remedies, counterclaimssecurity or collateral, reductions by law or otherwise and setoffs Parent WAIVES any right to require that any action be brought against the Seller, or that Buyers be required to enforce, attempt to enforce or exhaust any such rights or remedies against the Seller. This is a guarantee of payment when and as due and not merely of collection. Parent or Company may have under agrees that this Agreement. Parent’s obligations under this Section 11.18 shall remain in full force and effect without regard to, and Parent Guarantee shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not Parent shall have any knowledge thereof) discharged except as may be expressly set forth hereinby the complete and irrevocable performance of all Guaranteed Obligations up to the Cap. Parent hereby expressly waives each presentment, protest, and notice of protest or dishonor of any of the following: (i) notice of acceptance of Guaranteed Obligations hereby guaranteed, except as specifically provided for herein. Without limiting Parent’s own defenses and rights hereunder, Parent reserves to itself all rights, setoffs, counterclaims and other defenses that the Company Obligations or of the existence or creation Seller may have to payment of all or any portion of the Company Obligations; (ii) presentmentGuaranteed Obligations except any legal or equitable discharge or defense arising from bankruptcy, demandinsolvency, protest dissolution or notice of dishonor, nonpayment or other default with respect to any liquidation of the Company Seller or Parent. Upon payment of all of the Guaranteed Obligations and all other notices whatsoever (except for notices owing to be provided the Buyers or payment up to Companythe Cap, Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses shall be subrogated to the payment rights of Buyers against the Seller, and the Buyers agree to take, at Parent’s sole cost and expense (which shall be disregarded for purposes of the obligations that are available Cap), such reasonable steps as Parent may reasonably request to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exceptionimplement such subrogation.

Parent Guarantee. (a) The Parent hereby absolutely ix) absolutely, unconditionally and unconditionally irrevocably, guarantees to the Administrative Agent for the ratable benefit of the Lenders and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (except for whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations and x)indemnifies and holds harmless each Lender from, and agrees to pay to such Lender, all reasonable costs and expenses (including reasonable counsel fees and expenses) incurred by such Lender in enforcing any conditions of its rights under the guarantee contained in this Section 11.18) 8.01. The Parent agrees that notwithstanding any stay, injunction or other prohibition preventing the payment and performance when due by the Borrower of all obligations, liabilities or any portion of the Secured Obligations and indebtedness notwithstanding that all or any portion of any kind, nature and description of Company under this Agreement and any other agreements contemplated hereby (the “Company Obligations”). The Company Secured Obligations may be enforced unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower, such Secured Obligations shall nevertheless be due and payable by Buyer against the Parent without for the purposes of this guarantee at the time such Secured Obligations would by payable by the Borrower under the provisions of this Agreement. Notwithstanding the foregoing, any requirement that Buyer first exercise its enforcement of this guarantee with respect to the rights against Companyof any Lender shall be accomplished by the Administrative Agent acting on behalf of such Lender. In determining when payment, performance or discharge The guarantee contained in this Section 8.01 is a guarantee of obligation by Parent is duepayment and not collection, and the amount thereofliability of the Parent is primary and not secondary. (b) The Parent agrees that if the maturity of the Secured Obligations is accelerated by bankruptcy or otherwise, Parent may assert any defenses such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or limitations notice to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under this Agreementthe Parent. Parent’s obligations under The guarantee contained in this Section 11.18 8.01 is a continuing guarantee and shall remain in full force and effect without regard to, until all the Secured Obligations and shall not be released, discharged, or in any way affected by, any circumstance or condition whatsoever (whether or not Parent shall have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each the obligations of the following: (i) notice of acceptance of Parent under the Company Obligations or of the existence or creation of all or any of the Company Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing guarantee contained in this Section 11.18 8.01 shall limit Parent’s ability have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Committed Amount shall be terminated, notwithstanding that from time to assert as a defense to time during the term of this Agreement the Borrower may be free from any claim any defense that would be available to Company if Secured Obligations. (c) No payment made by the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Borrower, the Parent, andany other guarantor or any other Person or received or collected by any Lender from the Borrower, assuming this Agreement constitutes the valid and binding obligation Parent, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Parent hereunder which shall, notwithstanding any such payment (other parties hereto, this Section 11.18 constitutes than any payment made by the valid and binding obligation of Parent, enforceable against Borrower or Parent in accordance with its termsrespect of the Secured Obligations or any payment received or collected from the Borrower or Parent in respect of the Secured Obligations), subjectremain liable for the Secured Obligations until, as subject to enforcementSection 8.05, to the Bankruptcy Secured Obligations are paid in full in cash, no Letter of Credit shall be outstanding and Equity Exceptionthe Committed Amount are terminated.

Parent Guarantee. Subject to the provisions of this Article 3, Parent hereby absolutely fully and unconditionally guarantees Guarantees, on a subordinated basis as set forth more fully in Article 4, to each Holder of Securities hereunder and to the Trustee on behalf of the Holders: (except for any conditions contained in this Section 11.181) the due and punctual payment of the principal of, premium, if any, and performance interest on each Security, when and as the same shall become due of all obligationsand payable, liabilities and indebtedness of any kindwhether at maturity, nature and description of Company under this Agreement and any other agreements contemplated hereby (the “Company Obligations”). The Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise its rights against Company. In determining when payment, performance acceleration or discharge of obligation by Parent is dueotherwise, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms of the Security and the Indenture and (2) in the case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (1) and (2) above, to the limitations set forth in the next succeeding paragraph (the "Parent Guarantee"). Parent by its acceptance hereof and each Holder hereby confirms that it is the intention of all such parties that the Parent Guarantee pursuant to this Section 3.01 not constitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and Parent hereby irrevocably agree that the obligations of Parent under the Parent Guarantee shall be limited to the maximum amount thereofas will, after giving effect to all other contingent and fixed, liabilities of Parent, result in the obligations of Parent may assert any defenses under the Parent Guarantee not constituting such fraudulent transfer or limitations to such conveyance. Parent hereby waives diligence, presentment, demand of payment, performance filing of claims with a court in the event of merger or dischargebankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to any such Security or the debt evidenced thereby and all demands whatsoever (except as specified above), and covenants that the Parent Guarantee will not be discharged as to any rightssuch Security except by payment in full of the principal thereof and interest thereon or as provided in Section 9.01 of the Indenture. In the event of any declaration of acceleration of such obligations as provided in Article 7 of the Indenture, remediessuch obligations (whether or not due and payable) shall forthwith become due and payable by Parent for the purposes of this Article 3. In addition, counterclaimswithout limiting the foregoing provisions, reductions and setoffs that upon the effectiveness of an acceleration under Article 7 of the Indenture, the Trustee shall promptly make a demand for payment on the Securities under the Parent Guarantee provided for in this Article 3. If the Trustee or the Holder is required by any court or otherwise to return to the Company may have under this Agreement. or Parent’s obligations under this Section 11.18 , or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to Company or Parent, any amount paid to the Trustee or such Holder in respect of a Security, the Parent Guarantee, to the extent theretofore discharged, shall remain be reinstated in full force and effect without regard toeffect. Parent further agrees, to the fullest extent that it may lawfully do so, that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 7 of the Indenture for the purposes of the Parent Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations Guaranteed hereby. Parent shall be subrogated to all rights of the Holders of any Security against the Company in respect to any amounts paid by Parent to such Holder pursuant to the provisions of the Parent Guarantee; provided, that Parent shall not be released, dischargedentitled to enforce, or in to receive any way affected bypayments arising out of or based upon, any circumstance or condition whatsoever (whether or not Parent such right of subrogation until the principal of, premium, if any, and interest on all the Securities shall have any knowledge thereof) except as may be expressly set forth herein. Parent hereby waives each of the following: (i) notice of acceptance of the Company Obligations or of the existence or creation of all or any of the Company Obligations; (ii) presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices whatsoever (except for notices to be provided to Company, Parent and its counsel been paid in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exceptionfull.

Parent Guarantee. (a) Parent hereby absolutely and unconditionally guarantees will take all action necessary (except for any conditions contained in this Section 11.18a) the payment and performance when due of all obligations, liabilities and indebtedness of any kind, nature and description of Company to cause Merger Subsidiary to perform its obligations under this Agreement and to commence the Offer and consummate the Merger on the terms and conditions set forth in this Agreement and, to the extent permitted under the DGCL, in accordance with Section 253 of the DGCL as promptly as reasonably practicable following completion of the Offer and (b) to ensure that, prior to the Effective Time, Merger Subsidiary shall not conduct any business or make any investments other agreements than as specifically contemplated hereby by this Agreement. Parent shall not, and shall not permit Merger Subsidiary to, take any action that would result in the breach of any representation and warranty of Parent hereunder (except for representations and warranties made as of a specific date) such that the Company would have the right to terminate this Agreement pursuant to Section 8.1(c). (b) Parent has received an equity commitment letter (the “Equity Commitment Letter”) in the form attached as Exhibit C hereto which expressly provides for the Company Obligations”)to be a third party beneficiary thereof. The Company Obligations may be enforced by Buyer against Parent without any requirement that Buyer first exercise its rights against Company. In determining when payment, performance or discharge As of obligation by Parent is due, and the amount thereof, Parent may assert any defenses or limitations to such payment, performance or discharge, and any rights, remedies, counterclaims, reductions and setoffs that Parent or Company may have under date of this Agreement. Parent’s obligations under this Section 11.18 shall remain , the Equity Commitment Letter is in full force and effect without regard toand is the valid, binding and shall enforceable obligation of Parent and the other parties thereto. The Equity Commitment Letter has not be released, discharged, been withdrawn or terminated (and no party thereto has indicated an intent to so withdraw or terminate) or otherwise amended or modified in any way affected byrespect. Subject to the terms and conditions of the Equity Commitment Letter and subject to the terms and conditions of this Agreement, any circumstance the aggregate proceeds contemplated by the Equity Commitment Letter will be sufficient to pay for all Shares pursuant to the Offer and the Merger and to repurchase all of the Notes in accordance with a “Change of Control” offer made pursuant to the terms of the Indenture and to make all other payments to be paid by Parent or condition whatsoever Merger Subsidiary contemplated under this Agreement, including expenses incurred in connection with this Agreement. (whether or not Parent shall have any knowledge thereofc) except as may be expressly set forth herein. Parent hereby waives each of the following: (i) notice of acceptance of the Company Obligations or of the existence or creation of all or any of the Company Obligations; (ii) diligence, presentment, demanddemand of performance, protest filing of any claim, any right to require any proceeding first against Merger Subsidiary or Surviving Corporation, as applicable, protest, notice of dishonor, nonpayment or other default with respect to any of the Company Obligations and all other notices demands whatsoever (except for notices to be provided to Company, Parent and in connection with the performance of its counsel in accordance with this Agreement or applicable Law); (iii) any requirement that Buyer institute suit or otherwise exhaust its rights or remedies against Company or against any other Person prior to enforcing any rights they have hereunder or otherwise against Parent; and (iv) all suretyship defenses generally (other than defenses to the payment of the obligations that are available to Parent or Company under this Agreement). Nothing contained set forth in this Section 11.18 shall limit Parent’s ability to assert as a defense to any claim any defense that would be available to Company if the claim were asserted directly against Company. This Agreement has been duly executed and delivered by Parent, and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Section 11.18 constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exception6.5.