Common use of Parent Guarantee Clause in Contracts

Parent Guarantee. Parent hereby absolutely, unconditionally and irrevocably guarantees the full and timely payment and performance of Buyer of all provisions of this Agreement, including Section 2(e) hereof, and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not be discharged (to the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this Agreement, and that this Agreement constitutes the valid and legally binding obligation of Parent, enforceable in accordance with its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at law.

Parent Guarantee. 5.16.1 Parent hereby absolutely, unconditionally and irrevocably guarantees to Seller the due and punctual payment and performance by Purchaser (and any permitted assignees thereof) of any and all past, present and future Liabilities of Purchaser under this Agreement and the other Operative Agreements (subject to the terms and conditions hereof and thereof), including the due and punctual payment of the Assumed Obligations and all costs of collection and expenses, including reasonable attorneys’ fees, incurred by Seller in enforcing the terms thereof and of this Section 5.16 (the “Purchaser Guaranteed Obligations”). The foregoing sentence is an absolute, unconditional and continuing guaranty of the full and timely payment punctual discharge and performance of Buyer the Purchaser Guaranteed Obligations, and is a guaranty of payment, not collection. Should a default occur in the discharge or performance of all provisions of this Agreement, including Section 2(e) hereof, and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives notice any portion of the acceptance hereofPurchaser Guaranteed Obligations when due, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation the obligations of Parent hereunder will not be discharged (to the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment shall become immediately due and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. payable. 5.16.2 Parent represents and warrants to Sellers that Seller as follows: (i) Parent is a limited liability company duly organizedformed, validly existing and in good standing under the laws of its jurisdiction the State of incorporation, that it Delaware and has full the requisite organizational power and authority to executeexecute and deliver this Agreement and to perform its obligations under this Section 5.16; (ii) the execution, deliver delivery and perform performance of this AgreementAgreement by Parent has been duly authorized by all necessary organizational action, and that no other proceedings or actions on the part of Parent is necessary therefor; (iii) this Agreement constitutes the legal, valid and legally binding obligation obligations of Parent, Parent and is enforceable against Parent in accordance with its terms and conditionsterms, except as enforcement may be limited by general principles of equity and by subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws of general application relating to or affecting creditors' ’ rights and remedies generallyto general equity principles; (iv) the execution, regardless delivery or performance by Parent of whether asserted this Agreement will not contravene, conflict with or result in a violation of Parent’s Organizational Documents or any Laws to which Parent is subject or bound, and there is no Action, suit, claim or legal, administrative or arbitral proceeding pending or, to its knowledge, threatened by or against it with respect to any of the transactions contemplated by this Section 5.16; and (v) at the Closing, Parent will have sufficient funds available to pay and perform all of its obligations under this Section 5.16. 5.16.3 This guarantee shall not be impaired whatsoever by any modification or other alteration of any of the Purchaser Guaranteed Obligations, including the modification or amendment (whether material or otherwise) of any obligation of Parent or Purchaser under this Agreement or any other Operative Agreements. The liability of Parent is direct and unconditional and may be enforced without requiring Seller first to resort to any other right, remedy or security. Parent hereby waives any defense of Purchaser or any other Person of any kind and the right of subrogation, reimbursement or indemnity whatsoever, and any right of recourse to security for the debts and obligations of Purchaser until all of the Purchaser Guaranteed Obligations are paid in equity full, and waives any notice of acceptance; presentment and protest of any instrument, and notice thereof; notice of default; and all other notices to which each might otherwise be entitled. Nothing shall discharge or satisfy the liability of Parent hereunder except the full payment and performance of all of Purchaser Guaranteed Obligations to Seller. Any and all present and future debts and obligations of Purchaser to Parent are hereby waived and postponed in favor of, and subordinated to, the full payment and performance of the Purchaser Guaranteed Obligations. 5.16.4 Parent further agrees that this guarantee shall continue to be effective or be reinstated, as the case may be, if at lawany time payment of all or any part of the Purchaser Guaranteed Obligations is rescinded or otherwise must be restored by Seller to Purchaser or to the creditors of Purchaser or any representative of Purchaser or representative of its creditors upon the insolvency, bankruptcy or reorganization of Purchaser, or to Parent or the creditors of Parent or any representative of Parent or representative of the creditors of Parent upon the insolvency, bankruptcy or reorganization of Parent, or otherwise, all as though such payments had not been made. Parent further agrees that in the event that Purchaser, or substantially all of Parent’s or Purchaser’s assets, are acquired by any third party (by stock sale, asset sale, merger, consolidation or otherwise), then as a condition to such acquisition, Parent shall cause the purchaser thereof to agree to be jointly and severally bound with Parent for its obligations hereunder, provided, that this sentence shall not apply to the extent that Seller has (a) coverage from Purchaser’s insurance in respect of the environmental Liabilities assumed by Purchaser or a third party under this Agreement and (b) the benefit of any indemnification against or assumption of any such environmental Liability provided by a third party.

Parent Guarantee. (a) The Parent Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the full Company the full, complete and timely payment 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 Buyer 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 with respect to the second sentence of all this Section 9.12(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, including Section 2(e) 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, and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby Guarantor waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not be discharged (to the extent permitted by law) by: (i) any extension or renewal with respect and all defenses specifically available to any obligation hereunder or under any agreement or instrument contemplated hereby; a guarantor (other than performance in full by Parent and/or Merger Sub) and (ii) any modificationnotices, or including any notice of any amendment to, of this Agreement or waiver or other similar action granted pursuant to this Agreement and any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment notice of acceptance. The guarantee set forth in this Section 9.12 shall be deemed a continuing guarantee and performance shall remain in full force and effect until the satisfaction in full of all obligations covered by of Parent and Merger Sub under this guarantee, without regard to any rejection or termination thereof by reason Agreement. The guarantee set forth in this Section 9.12 is a primary guarantee of any proceeding in bankruptcy or reorganization or the exercise performance and not just of remedies thereunder. collection. (b) The Parent represents and warrants to Sellers that Parent Guarantor is duly organized, validly existing incorporated and in good standing is valid and subsisting as a corporation under the laws Laws of its jurisdiction the State of incorporation, that it Delware. The Parent Guarantor has full all requisite partnership power and authority and has taken all action necessary to execute, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Parent Guarantor and, assuming the due authorization, execution and delivery by each of the other parties hereto, this Agreement, Section 9.12 and that this Agreement constitutes the provisions referenced in Section 9.12(d) constitute a valid and legally binding obligation of Parentthe Parent Guarantor, enforceable against it in accordance with its terms, subject, as to enforceability, to the 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 conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at law9.11.

Parent Guarantee. Parent hereby absolutely, unconditionally and irrevocably guarantees the full and timely payment and performance of Buyer of all provisions of this Agreement, including Section 2(e(a) hereof, and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives notice As of the acceptance hereofdate hereof and as of the Initial Closing Date, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not be discharged (to the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that as follows: (i) Parent (A) is a joint stock corporation, duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation, that it Japan and (B) has full the requisite corporate power and authority to executeown, deliver lease and perform operate its properties and to carry on its businesses as now being conducted, except where the failure to have such power or authority would not prevent or materially delay the consummation of the transactions contemplated hereby. (ii) Parent has the requisite organizational power and authority to execute and deliver, consummate the transactions contemplated by and carry out its obligations under this Agreement. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Parent. This Agreement has been duly executed and delivered by Parent. Assuming due authorization, execution and that delivery by the other parties hereto, this Agreement constitutes the legal, valid and legally binding obligation of Parent, Parent enforceable against Parent in accordance with its terms and conditionsterms, except as enforcement to the extent that enforceability may be limited by general principles the Enforceability Exceptions. (iii) Except for (A) the Governmental Approvals set forth in the Disclosure Schedules, (B) the Change of equity Control Consents and the Guarantee Consents and (C) the notification and waiting period requirements of the HSR Act, the execution and delivery by bankruptcyParent 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, insolvencyother than, moratorium 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 similar laws affecting creditors' rights (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 remedies generallyother actions described in Section 11.17(a)(iii) have been obtained or taken, regardless the execution, delivery and performance by Parent of whether asserted 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 proceeding 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 equity any material respect any Law or at lawGovernmental Order applicable to Parent, except, in the case of clause (B) and (C), 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. (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 due and punctual 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. (a) To induce Purchaser to enter into this Agreement, Parent hereby absolutely, unconditionally and irrevocably guarantees the full and timely prompt payment and performance when due of Buyer any and all of Seller’s obligations, covenants, agreements and other liabilities under this Agreement (the “Guaranteed Obligations”). This guarantee is a guarantee of payment when due (and not of collection), and is not conditional or contingent upon any event, contingency or circumstance except as expressly set forth in this Agreement. To the fullest extent permitted by Law, the obligations of Parent under this guarantee shall remain in full force and effect until payment in full of the Guaranteed Obligations. This guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all provisions or any portion of this Agreementany Guaranteed Obligation is rescinded or must otherwise be returned by Purchaser on the insolvency, including Section 2(e) hereofbankruptcy or reorganization of Seller or otherwise, and each other agreement or instrument contemplated hereby, including all as though the Buyer Notespayment had not been made. Parent acknowledges and agrees that P▇▇▇▇▇▇▇▇ refuses to enter into this Agreement or to consummate the Transactions unless Parent provides this guarantee and that Parent will benefit personally from Purchaser’s entry into this Agreement and the consummation of the Transactions. (b) Parent hereby waives unconditionally and irrevocably waives, to the fullest extent permitted by Law: (i) promptness, diligence, notice of the acceptance hereofacceptance, presentment, demand for paymentpayment or performance, protest, notice of protest, or any and all notice of non-paymentperformance, non-performance default, protest or non-observancedishonor and any other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this guarantee or the existence, creation, incurring or assumption of new or additional obligations under the Agreement agreed upon between Seller and Purchaser, all defenses which may be available by virtue of any valuation, stay, moratorium law or other proofsimilar Law now or hereafter in effect, or notice or demand. Parent waives any right to require Sellers the marshalling of assets of Purchaser and all suretyship defenses generally; provided, that, for the avoidance of doubt, Parent shall be entitled to any defenses to the payment of any of the Guaranteed Obligations if such defenses are available to Seller under this Agreement, (ii) the benefit of Laws providing for the exemption of property from execution or for valuation and appraisal upon foreclosure, and (iii) except as provided herein, any requirement that Purchaser or any other Person protect, secure, perfect or insure any Encumbrance, if any, or any property subject thereto, or Purchaser or any other Person exhaust any right, power or remedy or proceed against Buyer any other Person or collateral or pursue any other remedy in Sellers' Purchaser’s power whatsoever, prior to any Action against Parent under the terms hereof. The obligation Parent agrees that the Guaranteed Obligations shall not be released or discharged, in whole or in part, or otherwise affected by: (A) any change in the corporate existence, structure or ownership of Seller, (B) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Seller, (C) the existence of any claim or right of set off which Parent or any of its Affiliates may have at any time against Seller (if any), whether in connection with any Guaranteed Obligation or otherwise, (D) the adequacy of any other means Purchaser may have of obtaining payment of any Guaranteed Obligation, (E) the lack of validity or enforceability of this Agreement, (F) the addition, substitution or release of any other Person interested in the Transactions, or (G) any other event or circumstances, whether similar or dissimilar to the foregoing, that might otherwise constitute a defense available to, or a discharge of, Parent hereunder (other than (1) indefeasible payment in full of the Guaranteed Obligation plus all interest, costs and expenses payable hereunder or (2) defenses to the payment of the Guaranteed Obligation that are available to the Seller under this Agreement). Parent agrees that Purchaser may at any time and from time to time, without notice to or further consent of Parent hereunder will not be discharged or Seller, extend the time of payment of the Guaranteed Obligations, and may also enter into any agreement with Seller for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms of this Agreement without in any way impairing or affecting the Guaranteed Obligations. (c) Parent makes the following representations and warranties to Purchaser as of the extent permitted by law) bydate of this Agreement and as of the Closing Date: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporationGeorgia, that it (ii) Parent has full all power and authority to executeexecute and deliver this Agreement and to perform its obligations hereunder, deliver (iii) the execution, delivery and perform performance of this Agreement by Parent have been duly and validly authorized by P▇▇▇▇▇, no other actions on the part of Parent (and no action on part of any stockholders of Parent) or any subsidiary thereof (except for Seller) are necessary to authorize the execution, delivery and performance of this Agreement, and that (iv) this Agreement will upon execution and delivery be duly executed and delivered by Parent, and, assuming due authorization, execution and delivery by each of the other parties hereto and thereto, constitutes or will upon such delivery constitute, the legal, valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms and conditionsterms, except as enforcement to the extent limited by any Enforceability Exceptions, (v) the execution, delivery and performance of this Agreement by Parent does not (A) violate any provision of Parent’s Organizational Documents, (B) require any filings with any Governmental Entity, (C) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any obligation to repay) or a loss of any benefit to which Parent is entitled under, any of the terms, conditions or provisions of any material Contract to which Parent is a party or by which Parent or any of its properties or assets may be limited bound (each in respect of the Business), or (D) violate any Law applicable to Parent or by general principles which any of equity its properties or assets may be bound (in respect of the Business), except in the case of clauses (C) and by bankruptcy(D) above, insolvencywhich has had or would reasonably be expected to be, moratorium individually or in the aggregate, material to Parent, and similar laws affecting creditors' rights (vi) Parent has the financial capacity to pay and remedies generally, regardless perform all of whether asserted in a proceeding in equity or at lawits obligations under this Agreement.

Parent Guarantee. (a) Parent hereby Guarantor absolutely, unconditionally and irrevocably guarantees the full and timely prompt payment and performance of all covenants, obligations, liabilities and agreements of Buyer set forth in this Agreement. The foregoing obligation of Parent Guarantor constitutes a continuing guarantee of payment and performance, and is and shall be absolute and unconditional under any and all provisions circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of a guarantor. The guarantee set forth in this Section 10.16 is a primary guarantee of performance and not just of collection. Neither Seller nor the Company shall be required to attempt to collect any obligation guaranteed hereunder from Buyer prior to enforcing its rights against Parent Guarantor. Parent Guarantor hereby waives (to the fullest extent permitted by applicable law) notice of acceptance of this Agreement, including Section 2(e) hereofguaranty and notice of any liability to which it may apply, and each other agreement or instrument contemplated herebywaives promptness, including the Buyer Notes. Parent hereby waives notice of the acceptance hereofdiligence, presentment, demand for or payment, protest, notice of protestdishonor or nonpayment, suit or taking of other action by Seller or the Company against, any and all other notice of non-paymentto, non-performance or non-observance, or other proof, or notice or demandany party liable thereon. The Parties entered into this Agreement in reliance upon this Section 10.16. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated hereby and that the waivers and agreements by Parent Guarantor set forth in Sellers' power whatsoever. The obligation this Section 10.16 are knowingly made in contemplation of such benefits. (b) Parent hereunder will not be discharged (to the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent Guarantor represents and warrants to Sellers that Buyer and the Company that: (i) the execution, delivery and performance of this Agreement by Parent Guarantor have been duly authorized by all necessary action and do not contravene any provision of Parent Guarantor’s charter or similar organizational documents; (ii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Agreement by Parent Guarantor have been obtained or made and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Entity is duly organizedrequired in connection with the execution, validly existing and in good standing under the laws delivery or performance of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this Agreement, and that ; (iii) this Agreement constitutes the a legal, valid and legally binding obligation of Parent, Parent Guarantor enforceable against Parent Guarantor in accordance with its terms and conditionsterms, except as enforcement (i) to the extent that enforceability may be limited by general principles of equity and by applicable bankruptcy, insolvency, reorganization, moratorium and similar or other laws affecting the enforcement of creditors' ’ rights generally and remedies generally(ii) that the availability of equitable remedies, regardless including specific performance, is subject to the discretion of whether asserted the court before which any proceeding thereof may be brought; and (iv) Parent Guarantor has, and will cause Buyer to have at the Closing, sufficient funds to consummate the transactions contemplated by this Agreement, including to pay all amounts required to be paid hereunder and the fees and expenses of Buyer related to the transactions contemplated hereby. (c) Parent Guarantor consents to the renewal, compromise, extension, acceleration or other changes in the time of payment of, or other changes in the obligations subject to, the guarantee set forth in Section 10.16 or any part thereof, in each case, to the extent Buyer has agreed to such change in writing in accordance with this Agreement. (d) Notwithstanding any other provision to the contrary contained herein, Parent Guarantor agrees to be bound by the terms and conditions of this ARTICLE X as if Parent Guarantor was a proceeding in equity or at law“Party.”

Parent Guarantee. Parent (a) Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full and timely prompt performance by Buyer of Buyer’s covenants, agreements and obligations under this Agreement and the other Transaction Documents (such obligation, the “Guaranteed Obligations”). This is a guarantee of performance and payment and performance not only of Buyer of all provisions of this Agreementcollection. Guarantor waives promptness, including Section 2(e) hereof, and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives notice of the acceptance hereofdiligence, presentment, demand for of performance, demand of payment, filing of any claim, any right to require any proceeding first against Buyer, protest, notice of protest, or any kind (including notices of acceptance hereof and of defaults hereunder) and all notice demands whatsoever and all suretyship defenses generally in connection with the performance of non-paymentits covenants, non-performance or non-observanceagreements and obligations set forth in this Agreement. Without limiting the foregoing, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not Guarantor shall be discharged (to responsible for the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all expenses and charges (including without limitation all court costs and reasonable attorneys’ fees) paid or incurred by any Seller Related Party in realizing upon any of the obligations covered by guaranteed pursuant to this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent Section 8.21(a). (b) Guarantor represents and warrants to Sellers Buyer that Parent (1) Guarantor is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation, that it Delaware; (2) Guarantor has full power and the requisite corporate authority to executeenter into this Agreement and to perform its obligations hereunder; (3) the execution, deliver delivery and perform performance of this AgreementAgreement by Guarantor and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Guarantor; (4) this Agreement has been duly and validly executed and delivered by Guarantor; and (5) the execution and delivery of this Agreement does not, and that the consummation of the transactions contemplated herein and the compliance with the provisions herein will not, conflict with or violate any applicable Law or agreement binding upon Guarantor, nor require authorization, consent or approval of, or filing with, any Governmental Authority, except in each case as would not impact Guarantor’s ability to perform or comply with its obligations hereunder in any material respect. (c) To the maximum extent permitted by Law, no modification, limitation or discharge of liability of any other guarantor (if any) of the Guaranteed Obligations or of Buyer under this Agreement constitutes the valid and legally binding obligation of Parentor any related agreement, enforceable in accordance with its terms and conditionsinstrument or document arising out of, except as enforcement may be limited or by general principles of equity and by virtue of, any bankruptcy, insolvencyarrangement, moratorium reorganization or similar proceedings for release of debtors under federal or state law shall affect the liability of Guarantor hereunder in any manner whatsoever, and similar laws affecting creditors' Guarantor hereby waives all rights and remedies generallybenefits which might otherwise accrue to it by reason of any such proceeding. (d) For avoidance of doubt, regardless the provisions of whether asserted Sections 8.02 through 8.13 and Section 8.19 are incorporated into this Section 8.21 and any references to “Party” in a proceeding in equity or at lawsuch Sections shall be deemed to include the Guarantor.

Parent Guarantee. The Parent hereby absolutely, Guarantor will fully and unconditionally guarantee on an unsecured and irrevocably guarantees junior subordinated basis the full and timely prompt payment and performance of Buyer of all provisions of this Agreementprincipal of, including Section 2(e) hereofpremium, if any, and each interest on the notes, when and as the same become due and payable (other agreement than during an Optional Deferral Period), whether at stated maturity, upon redemption, by declaration of acceleration or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoeverotherwise. The obligation of Parent hereunder will not be discharged (Guarantor’s obligations under the Guarantee will, to the extent permitted by law) by: (i) any extension or renewal with respect provided in the indenture, be subordinated to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except the prior payment and performance in full of all present and future senior indebtedness of the Parent Guarantor, as defined below. The Parent Guarantor’s obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws Guarantee will rank senior in right of payment to all of its jurisdiction present and future equity securities, including its common units. The holders of incorporationthe Parent Guarantor’s senior indebtedness will be entitled to receive payment in full of such senior indebtedness before holders of the notes receive from the Parent Guarantor any payment of principal, premium or interest with respect to the notes: • upon any payment or distribution of the Parent Guarantor’s assets to its creditors in connection with the Parent Guarantor’s total or partial liquidation or dissolution; or • in a bankruptcy, receivership or similar proceeding relating to the Parent Guarantor or its property. In these circumstances, until the Parent Guarantor’s senior indebtedness is paid in full, any distribution to which holders of notes would otherwise be entitled under the Guarantee will be made to the holders of its senior indebtedness, except that it has full power such holders may receive units representing limited partner interests and authority any debt securities that are subordinated to executesenior indebtedness to at least the same extent as the Guarantee. If the Parent Guarantor does not pay any principal, deliver premium or interest with respect to its senior indebtedness within any applicable grace period (including at maturity), or any other default on its senior indebtedness occurs and perform this Agreement, and that this Agreement constitutes the valid and legally binding obligation maturity of Parent, enforceable such senior indebtedness is accelerated in accordance with its terms terms, the Parent Guarantor may not: • make any payments under the Guarantee of principal, premium, if any, or interest with respect to the notes; • make any deposit under the Guarantee for the purpose of defeasance of the notes; or • advance monies under the Guarantee to repurchase, redeem or otherwise retire any of the notes, unless, in either case, • the default has been cured or waived and conditionsthe declaration of acceleration has been rescinded; • the senior indebtedness has been paid in full; or • the Parent Guarantor and the trustee receive written notice approving the payment from the representatives of each issue of designated senior indebtedness (as defined below). During the continuance of any senior indebtedness default, except as enforcement other than a default described in the immediately preceding paragraph, that may cause the maturity of any designated senior indebtedness to be accelerated immediately without further notice, other than any notice required to effect such acceleration, or the expiration of any applicable grace periods, the Parent Guarantor may not make payments under the Guarantee in respect of the notes for a period called the “Payment Blockage Period.” A Payment Blockage Period will commence on the receipt by the Parent Guarantor and the trustee of written notice of the default, called a “Blockage Notice,” from the representative of any designated senior indebtedness specifying an election to effect a Payment Blockage Period, and will expire 179 days thereafter. Generally, “designated senior indebtedness” will include any issue of senior indebtedness of at least $100 million. The Payment Blockage Period may be limited terminated before its expiration: • by general principles written notice from the person or persons who gave the Blockage Notice; • by repayment in full in cash of equity the senior indebtedness with respect to which the Blockage Notice was given; or • if the default giving rise to the Payment Blockage Period is no longer continuing. Unless the holders of the designated senior indebtedness shall have accelerated the maturity of the senior indebtedness, the Parent Guarantor may resume making payments under the Guarantee in respect of the notes after the expiration of the Payment Blockage Period. Generally, not more than one Blockage Notice may be given in any period of 360 consecutive days. The total number of days during which any one or more Payment Blockage Periods are in effect, however, may not exceed an aggregate of 179 days during any period of 360 consecutive days. After all senior indebtedness is paid in full and by bankruptcyuntil the notes are paid in full, holders of the notes will be subrogated to the rights of holders of senior indebtedness to receive distributions applicable to senior indebtedness. By reason of the subordination, in the event of the Parent Guarantor’s insolvency, moratorium and similar laws affecting its creditors who are holders of senior indebtedness, as well as certain of its general creditors' rights and remedies generally, regardless may recover more, ratably, than the holders of whether asserted in a proceeding in equity or at lawthe notes will recover under the Guarantee.

Parent Guarantee. The Parent Guarantor hereby absolutely, unconditionally unconditionally, and irrevocably guarantees to the full Company, Stockholder Representative and timely payment Company Securityholders (and performance the Company Securityholders are express third party beneficiaries hereof), the due and punctual payment, observance, performance, and discharge of each of the obligations of Buyer and Merger Sub set forth in this Agreement and any Ancillary Document. The Parent Guarantor hereby waives any and all defenses it may have, including under Law, other than defenses available to Buyer and Merger Sub under this Agreement or any applicable Ancillary Document. Parent Guarantor hereby represents and warrants to the Company, the Stockholder Representative and the Company Securityholders that (a) Parent Guarantor has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, (b) this Agreement has been duly executed and delivered by the Parent Guarantor and, assuming due execution and delivery by Company and the Stockholder Representative, constitutes a legal, valid and binding agreement of the Parent Guarantor, enforceable against the Parent Guarantor in accordance with its terms, except to the extent that enforcement may be affected by Laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies, (c) there is no Proceeding pending or, to the knowledge of the Parent Guarantor, threatened against the Parent Guarantor that questions the validity of this Agreement or that would impair the ability of the Parent Guarantor to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder, and (d) the Parent Guarantor has not dealt with any Person who is entitled to a broker’s commission, finder’s fee, investment banker’s fee or similar payment for arranging the transactions contemplated hereby or introducing the parties to each other. Notwithstanding anything herein to the contrary, the guarantee set forth in this Section 11.19 shall terminate, and Parent Guarantor shall be fully released from all provisions obligations under this Agreement, upon Buyer and Merger Sub fulfilling all of their payment obligations under this Agreement, including under Section 2(e) hereof, and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not be discharged (to the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this Agreement, and that this Agreement constitutes the valid and legally binding obligation of Parent, enforceable in accordance with its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at law2.12.

Parent Guarantee. Parent hereby absolutelyunconditionally, unconditionally absolutely and irrevocably guarantees guarantees, undertakes and promises to cause Seller to fully and promptly pay, perform and observe all of Seller’s obligations under, with respect to, in connection with or otherwise arising out of or relating to this Agreement (collectively, the full “Obligations”), whether according to the present terms hereof, or pursuant to any change in the terms, covenants and timely payment and performance of Buyer of all provisions of this Agreementconditions hereof at any time hereafter made or granted, including Section 2(e) hereofpursuant to any amendments, waivers, extensions or renewals affecting this Agreement and each other agreement or instrument the transactions contemplated hereby. In the event that Seller fails in any manner whatsoever to pay, including the Buyer Notes. Parent hereby waives notice perform or observe any of the acceptance hereofObligations, presentmentParent will itself duly and promptly pay, demand for paymentperform or observe, protestas the case may be, notice of protestsuch Obligations, or any cause the same to be duly and all notice promptly paid, performed or observed, in each case as if Parent were itself the Seller with respect to such Obligations. In regards to monetary obligations, Parent agrees that its guarantee under this Section 11.12 constitutes a guarantee of non-paymentpayment when due and not of collection. Notwithstanding anything in this Section 11.12 to the contrary, non-performance Buyer may proceed to enforce this Section 11.12 against Parent without first pursuing or non-observance, or other proof, or notice or demand. Parent waives exhausting any right to require Sellers to proceed against or remedy that Buyer or pursue any of its successors or assigns may have against Seller, any of its successors or assigns (or any Affiliates thereof) or any other remedy in Sellers' power whatsoeverPerson. The obligation obligations of Parent hereunder will not under this Section 11.12 shall be discharged (valid and enforceable and, to the fullest extent permitted by law) by: Applicable Law, Parent waives (i) any extension direct or renewal with respect indirect defense based on a lack of power or authority by Seller to any obligation hereunder execute, deliver or under any agreement or instrument contemplated hereby; perform this Agreement and (ii) any modificationother legal or equitable defense available to a guarantor under Applicable Law. Any payment by Parent pursuant to this Section 11.12 will, to the extent of actual receipt by Buyer of such payment as it relates to any Obligation under this Agreement, discharge such Obligation of Seller to Buyer under this Agreement. Parent agrees that its guarantee under this Section 11.12 shall continue to be effective or amendment tobe reinstated, this Agreement as the case may be, if at any time full or partial payment of any other agreement Obligation is rescinded or instrument contemplated hereby; (iii) any conservatorship, receivership, must otherwise be restored upon the insolvency, bankruptcybankruptcy or reorganization of Seller or otherwise. Parent agrees that it shall have no right of subrogation, reorganization, arrangement, composition, liquidation, dissolution contribution or similar proceedings indemnity with respect to Buyer; or payments made under this Section 11.12 until such time as all Obligations have been paid in full. Notwithstanding the provisions of Section 11.1, Parent agrees to pay on demand all reasonable, documented out-of-pocket fees and expenses of Buyer (iv) any other occurrence whatsoeverincluding the reasonable, except payment documented fees and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws expenses of its jurisdiction counsel) for the protection or enforcement of incorporation, that it has full power and authority to execute, deliver and perform the rights of Buyer against Parent under this Agreement, and that this Agreement constitutes the valid and legally binding obligation of Parent, enforceable in accordance with its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at lawSection 11.12.

Parent Guarantee. Parent hereby irrevocably, absolutely, fully and unconditionally guarantees (the “Parent Guarantee”) to the Buyers and irrevocably guarantees their respective successors and permitted assigns the full prompt and timely complete payment when and performance of Buyer as due of all provisions payment obligations of the Seller hereunder or under the Transaction Documents (the “Guaranteed Obligations”). Notwithstanding anything to the contrary herein, the liability of Parent under this Agreement, including Section 2(e) hereofParent Guarantee, and each other agreement 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 instrument contemplated herebyany part thereof and of enforcing this Parent Guarantee (including reasonable attorney fees and court costs); provided, including however, that such expenses shall be payable by Parent only to the extent that a Buyer Notesis successful in enforcing payment of the applicable Guaranteed Obligation under this Parent Guarantee. This Parent hereby waives 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 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 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 claim for indemnification under this Agreement that was 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 the event of a default or failure by the Seller to make payment of the Guaranteed Obligations when due under this Agreement or the Transaction Documents (after any grace period therefor set forth in this Agreement or the Transaction Documents), Buyers may, at any time thereafter, submit written notice to Parent describing in reasonable detail the default or failure on the part of the Seller. Upon receipt of written notice of the acceptance hereofdefault or failure, presentmentfor a period of ten (10) days, demand for paymentParent 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, protest, notice Parent shall immediately make the payment due under this Parent Guarantee to the applicable Buyer by wire transfer of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demandimmediately available funds to the account specified by such Buyer. Parent waives agrees that the Parent Guarantee is a primary obligation of Parent and that the Buyers may enforce the Parent Guarantee in accordance with the terms of this Section 5.13 without the necessity at any time of resorting to or exhausting any other rights, remedies, security or collateral, by law or otherwise and Parent WAIVES any right to require Sellers that any action be brought against the Seller, or that Buyers be required to proceed enforce, attempt to enforce or exhaust any such rights or remedies against Buyer or pursue any other remedy in Sellers' power whatsoeverthe Seller. The obligation This is a guarantee of payment when and as due and not merely of collection. Parent hereunder will agrees that this Parent Guarantee shall not be discharged (except by the complete and irrevocable performance of all Guaranteed Obligations up to the extent permitted by law) by: (i) any extension Cap. Parent hereby expressly waives presentment, protest, and notice of protest or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason dishonor of any proceeding in bankruptcy or reorganization or of the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this Agreement, and that this Agreement constitutes the valid and legally binding obligation of Parent, enforceable in accordance with its terms and conditionsGuaranteed Obligations hereby guaranteed, except as enforcement 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 Seller may be limited by general principles have to payment of equity and by all or any portion of the Guaranteed Obligations except any legal or equitable discharge or defense arising from bankruptcy, insolvency, moratorium dissolution or liquidation of the Seller or Parent. Upon payment of all of the Guaranteed Obligations owing to the Buyers or payment up to the Cap, Parent shall be subrogated to the rights of Buyers against the Seller, and similar laws affecting creditors' rights the Buyers agree to take, at Parent’s sole cost and remedies generallyexpense (which shall be disregarded for purposes of the Cap), regardless of whether asserted in a proceeding in equity or at lawsuch reasonable steps as Parent may reasonably request to implement such subrogation.

Parent Guarantee. Parent Guarantor hereby (i) agrees to take any and all actions necessary to cause Purchaser to perform all of their respective obligations under this Agreement in accordance with their respective terms (including with respect to the consummation of the Transaction, the payment of any and all amounts required pursuant to Article III and, if applicable, any amounts payable pursuant to Section 10.2) (collectively, the “Guaranteed Obligations”) and (ii) absolutely, unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety, the full and timely payment and complete performance by Purchaser of Buyer of all provisions of this Agreement, including Section 2(e) hereofthe Guaranteed Obligations, and each Parent Guarantor shall be liable for any breach by Purchaser of any of the Guaranteed Obligations. This is a guarantee of payment (not of collection) and performance. The Company shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Purchaser becomes subject to bankruptcy, reorganization or similar proceedings, and the failure of the Company to so file shall not affect Parent Guarantor’s obligations hereunder. In the event that any payment to the Company in respect of the Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever (other agreement than in circumstances where Parent Guarantor is not liable to make such payment), Parent Guarantor shall remain liable hereunder with respect to the Guaranteed Obligations as if such payment had not been rescinded or instrument contemplated hereby, including the Buyer Notesreturned. Parent Guarantor hereby waives notice of the acceptance hereofpromptness, diligence, presentment, demand for of performance, demand of payment, filing of any claim, any right to require any proceeding first against Purchaser, protest, notice of protest, or any kind and all notice demands whatsoever and all suretyship defenses generally in connection with the performance of non-paymentits covenants, non-performance or non-observanceagreements and obligations set forth in this Section 12.17. Notwithstanding the foregoing, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not be discharged (to the extent permitted Purchaser is relieved of all or any portion of the Guaranteed Obligations by law) by: (i) any extension or renewal with respect satisfaction thereof on the terms and subject to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, the conditions set forth in this Agreement or pursuant to any other agreement or instrument with the Seller, Parent Guarantor shall be similarly relieved of its corresponding obligations under this Section 12.17. Parent Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this Agreement, Agreement and that the waivers set forth in this Agreement constitutes the valid and legally binding obligation Section 12.17 are knowingly made in contemplation of Parent, enforceable in accordance with its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at lawsuch benefits.

Parent Guarantee. Parent hereby absolutely, unconditionally and irrevocably guarantees (a) Whenever in this Agreement the full and timely payment and performance of Buyer of all 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, including Section 2(eif 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) hereofBusiness 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 each other agreement (ii) perform or instrument contemplated herebycause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, including 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 Notes. Parent hereby waives notice of the acceptance hereofmay, presentment, demand for payment, protest, notice of protest, or in addition to any and all notice other rights and remedies that may be available to Buyer in respect of non-paymentsuch failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), non-performance thereafter initiate a proceeding to pursue any rights available thereto against Seller or non-observanceits Affiliates, or other proofSeller Parent, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy both (at the election of Buyer) in Sellers' power whatsoever. The obligation of Parent hereunder will not be discharged (to the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by this guarantee, without regard the preceding sentence. Buyer may continue to any rejection pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the payment or termination thereof by reason performance of any proceeding such Seller Guaranteed Obligation in bankruptcy or reorganization or accordance with the exercise provisions of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this Agreement, and that (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Seller Parent’s obligations under this Section 4.11(a) shall survive the Closing. (b) Whenever in this Agreement constitutes the valid 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, Buyer Parent shall cause Buyer and legally binding obligation its Affiliates to punctually perform or comply with such Buyer Guaranteed Obligation. Subject to the provisions of this Agreement, if any Buyer 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) Business Days following the written request of Seller when such Buyer Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay or cause Buyer or its Affiliates to pay in full in cash any of such Buyer Guaranteed Obligation that is in the nature of a payment obligation, and (ii) perform or cause Buyer or its Affiliates to perform any of such Buyer 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 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), Seller may, in addition to any and all other rights and remedies that may be available to Seller in respect of such failure to so pay or perform (or cause such payment or performance by Buyer or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Buyer or its Affiliates, or Buyer Parent, enforceable 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 pursue such rights and 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 its terms the provisions of this Agreement, and conditions, except as enforcement may be limited by general principles (y) the final disposition of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted such proceeding in a proceeding in equity final, non-appealable order of a court of competent jurisdiction or at lawbinding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the Closing.

Parent Guarantee. Parent hereby absolutely, unconditionally shall cause Asset Purchaser and irrevocably guarantees Unit Purchaser to timely perform and fulfill their obligations under this Agreement and any Other Transaction Document and shall perform the full obligations of Asset Purchaser and timely payment and performance Unit Purchaser if either of Buyer of all provisions of this Agreement, including Section 2(e) hereof, and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protestthem are unable to, or any and all notice of non-paymentdo not, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not be discharged (to the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or promptly perform their respective obligations under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any Other Transaction Document (and in any event do not perform their respective obligations within thirty days of being required to do so under this Agreement or any Other Transaction Document). Parent hereby irrevocably guarantees the full, complete and timely performance by Asset Purchaser and Unit Purchaser of each and every obligation of Asset Purchaser and Unit Purchaser under this Agreement and any Other Transaction Document, including the payment of all present and future amounts. If any default shall be made by Asset Purchaser and Unit Purchaser in the performance of any such obligations, then Parent shall perform or cause to be performed such obligation promptly following notice from the Seller specifying the default. The Seller may proceed to enforce its rights against Parent from time to time contemporaneously with or after any enforcement against Asset Purchaser and Unit Purchaser. This guarantee is absolute and unconditional and Parent waives any and all defenses specifically available only to a guarantor (other agreement than performance in full by Asset Purchaser and Unit Purchaser) that would not be available to Parent if Parent was the purchasing entity under this Agreement instead of the Asset Purchaser and Unit Purchaser. Parent shall be entitled to assert any and all defenses to any obligation under this Agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution Other Transaction Document that would be available to Asset Purchaser and Unit Purchaser in any action commenced by Seller to enforce this Agreement or similar proceedings with respect that would be available to Buyer; or (iv) any other occurrence whatsoever, except Parent if Parent was the purchasing entity under this Agreement instead of the Asset Purchaser and Unit Purchaser. The guarantee set forth in this Section 12.14 is a guarantee of payment and performance not merely of collection and shall be deemed a continuing and unlimited guarantee and shall remain in full force and effect until the satisfaction in full of all obligations covered by of Asset Purchaser and Unit Purchaser under this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or Agreement and the exercise of remedies thereunderOther Transaction Documents. Parent represents further agrees to pay all costs, fees and warrants expenses incurred by the Seller in connection with enforcing or exercising its rights under, or arising from a breach by Parent of, the provisions of this Section 12.14, provided the Seller is successful in establishing its entitlement to Sellers that Parent is such relief, or Parent’s breach, under this Section 12.14. The parties hereto, intending to be legally bound hereby, have duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this Agreement, and that executed this Agreement constitutes as of the valid and legally binding obligation of Parent, enforceable in accordance with its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at lawdate first above written. CARDIOME PHARMA CORP.

Parent Guarantee. In order to induce the Agents and the Lenders to enter into this Agreement and to extend credit hereunder, Intelsat ▇▇▇▇▇▇▇ and Intelsat Bermuda (together the “Parent Guarantors”) hereby absolutely, agree with the Lenders as follows: Parent Guarantors hereby unconditionally and irrevocably guarantees guarantee as primary obligors and not merely as surety the full and timely prompt payment and performance when due, whether upon maturity, acceleration or otherwise, of Buyer of all provisions of this Agreement, including Section 2(e) hereof, and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-paymentthe Obligations of the Borrower to the Lenders. If any or all of the Obligations of the Borrower to the Lenders becomes due and payable hereunder, non-performance or non-observanceParent Guarantors irrevocably and unconditionally promise to pay such indebtedness to the Lenders, or other prooforder, on demand, together with any and all expenses which may be incurred by the Lenders in collecting any of the Obligations. This Parent Guarantee is a guaranty of payment and not of collection. If claim is ever made upon any Lender for repayment or notice recovery of any amount or demand. Parent waives amounts received in payment or on account of any right to require Sellers to proceed against Buyer of the Obligations and any of the aforesaid payees repays all or pursue any other remedy in Sellers' power whatsoever. The obligation part of Parent hereunder will not be discharged (to the extent permitted said amount by law) by: reason of (i) any extension judgment, decree or renewal with respect to order of any obligation hereunder court or under administrative body having jurisdiction over such payee or any agreement of its property or instrument contemplated hereby; (ii) any modification, settlement or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason compromise of any proceeding such claim effected in bankruptcy or reorganization or good faith by such payee with any such claimant (including the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organizedBorrower), validly existing then and in good standing under such event Parent Guarantors agree that any such judgment, decree, order, settlement or compromise shall be binding upon it, notwithstanding any revocation of this Parent Guarantee or other instrument evidencing any liability of the laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this AgreementBorrower, and that this Agreement constitutes Parent Guarantors shall be and remain liable to the valid and legally binding obligation of Parent, enforceable in accordance with its terms and conditions, except aforesaid payees hereunder for the amount so repaid or recovered to the same extent as enforcement may be limited if such amount had never originally been received by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at lawany such payee.

Parent Guarantee. (a) Parent Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full full, complete and timely payment by Buyer of its obligations under Article II when and as due under this Agreement. 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 13.15, the Sellers shall first demand payment from Buyer of all in accordance with the applicable provisions of this Agreement; provided, including Section 2(e) hereofhowever, and each other agreement or instrument contemplated hereby, including that the Buyer Notes. Parent hereby waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right Sellers shall not be required to require Sellers to proceed initiate legal proceedings against Buyer or pursue any other remedy in Sellers' power whatsoeverprior to proceeding against Parent Guarantor under this Section 13.15. The obligation guarantee set forth in this Section 13.15 shall survive the Closing and shall expire and be of Parent hereunder will not be discharged (to no further force or effect at the extent permitted by law) byclose of Business on the third Business Day after: (i) any extension the Determination Date, if the Buyer has no obligation to pay an amount to the Sellers under Section 2.3(e); or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect if the Buyer has an obligation to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard pay an amount to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization the Sellers or the exercise of remedies thereunder. Escrow Agent under Section 2.3(e), the date on which such amount(s) have been paid. (b) The Parent Guarantor represents and warrants to Sellers that 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, validly existing and in good standing under the laws of its the jurisdiction of its incorporation, that it . (iii) Parent Guarantor has full corporate power and authority to executeexecute and deliver this Agreement and to perform its 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 requisite corporate action of Parent Guarantor. (v) Except to the extent enforceability may be limited by bankruptcy, deliver insolvency, reorganization, moratorium and perform this Agreement, other similar laws from time to time in effect affecting the enforceability of creditors’ rights generally and that except to the extent enforcement of remedies may be limited by general equitable principles this Agreement constitutes the valid and legally binding obligation of ParentParent Guarantor, enforceable against Parent Guarantor in accordance with its the terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at lawthis Agreement.

Parent Guarantee. (a) Parent hereby absolutelyshall cause Purchaser to perform all of its respective agreements, unconditionally covenants and obligations under this Agreement and the Purchase Agreements in accordance with their respective terms. (b) Without limiting its direct obligations under this Agreement, Parent fully and irrevocably guarantees (the “Guarantee”) the obligations of Purchaser under the Agreement and the Purchase Agreements (the “Guaranteed Obligations”). The Guarantee is a full, unconditional, irrevocable, absolute and continuing guaranty of performance and payment when due and not merely of collection, and Parent shall remain liable for the Guaranteed Obligations hereunder and under the Purchase Agreements until the performance or payment, as the case may be, of the Guaranteed Obligations. Seller shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Purchaser becomes subject to an insolvency, bankruptcy, reorganization or similar proceeding, and the failure of Seller to so file shall not affect Parent’s obligations hereunder. In the event that any payment to Seller or other performance in respect of the Guaranteed Obligations must be returned or is rescinded, for any reason whatsoever, Parent shall remain liable hereunder with respect to the Guaranteed Obligations as if such payment or performance had not been returned or rescinded. Parent’s obligations hereunder may not be revoked or terminated and shall remain in full force and timely payment effect and performance shall be binding on Parent, its successors and permitted assigns until the Guaranteed Obligations have been paid and performed in full. (c) Parent agrees that its obligations hereunder shall not be discharged, released, diminished or impaired, in whole or in part, by any set-off, counterclaim, defense, act or occurrence which Parent may have against Seller as a result of Buyer or arising out of all this Agreement or the Purchase Agreements or any other transaction. Subject to the provisions of this Section 4.19, Parent shall have the rights, remedies and legal or equitable defenses that are available to Purchaser under the terms of this Agreement, including Section 2(e) hereof, and each other agreement the Purchase Agreements or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not be discharged (to the extent permitted by law) by: (i) any extension or renewal applicable Law with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; the Guaranteed Obligations. (iid) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants for and as to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, itself that it has full power and authority to executereceived, deliver and perform this Agreementor will receive, and that this Agreement constitutes direct or indirect benefit from the valid and legally binding obligation making of Parent, enforceable in accordance with its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at lawthe Guarantee.

Parent Guarantee. The Parent hereby absolutely, unconditionally and irrevocably guarantees to Seller the full and timely payment and performance of all of the payment and other obligations of Buyer to Seller in this Agreement and the other Transaction Agreements (the “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 all provisions the Buyer hereunder. The Parent agrees that the guaranty set forth in this Section 10.25 is a present and continuing guaranty of payment and not of collectability, and that Seller shall not be required to prosecute collection, enforcement or other remedies against Buyer 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, Buyer 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 Seller in full immediately upon demand. The Parent agrees that the obligations of the Parent pursuant to this Section 10.25 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 have against Seller or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Parent shall have any knowledge thereof). The execution, delivery and performance by the Parent of this Agreement, including Section 2(e) hereof, Agreement and each other agreement or instrument the consummation of the transactions contemplated hereby, including have been duly authorized by all necessary corporate action on the Buyer Notes. Parent hereby waives notice part of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoeverParent. The obligation of Parent hereunder will not be discharged (to the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment has duly executed and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform delivered this Agreement, and that assuming the due authorization, execution and delivery by Seller, this Agreement constitutes the constitute its legal, valid and legally binding obligation of Parentobligation, enforceable against it in accordance with its terms and conditionsterms, except as enforcement to the extent that the enforceability thereof may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at lawthe Enforceability Exceptions.

Parent Guarantee. Parent hereby (a) To induce Seller to enter into this Agreement, Guarantor absolutely, unconditionally and irrevocably guarantees guarantees, as principal and not as surety, to Seller, and its successors and assigns the full and timely payment and performance of Buyer of all provisions of this Agreement, including Section 2(e) hereof, and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives notice of the acceptance hereofcovenants, presentmentobligations and agreements of Buyer under this Agreement (the “Guaranteed Obligations”). This guaranty is an absolute, demand for paymentunconditional and continuing guaranty of the full discharge and performance of the Guaranteed Obligations. This guaranty is a guaranty of payment and performance and not of collection. Any breach or nonperformance of any of the Guaranteed Obligations shall also be deemed to be a default of Guarantor. So long as this Section 8.16 is in effect, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives Guarantor shall not exercise any right to require Sellers to proceed or remedy arising by reason of its performance of its guaranty, whether by subrogation, reimbursement, indemnification, contribution or otherwise, against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not be discharged its successors and assigns. (to the extent permitted by lawb) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent Guarantor represents and warrants to Sellers that Parent Seller as of the date hereof and as of the Closing Date as if made as of the Closing Date, except to the extent such representations and warranties expressly relate to another date (in which case as of such other date), as follows: (i) Guarantor (A) is duly organizedorganized or formed, validly existing and in good standing under pursuant to the laws Laws of its jurisdiction of incorporation, that it organization or formation; and (B) has full the requisite power and authority to executeconduct its business as it is presently being conducted and to own, lease or operate its properties and assets. (ii) Guarantor has the requisite corporate power and authority to (A) execute and deliver this Section 8.16 and (B) perform its covenants under this AgreementSection 8.16. The execution and delivery of this Section 8.16 by Guarantor and the performance by Guarantor of its covenants under this Section 8.16 have each been duly authorized by all necessary action on the part of Guarantor. This Agreement has been duly executed and delivered by G▇▇▇▇▇▇▇▇ and, assuming the due authorization, execution and that this Agreement delivery by Seller, constitutes the a legal, valid and legally binding obligation of ParentGuarantor, enforceable against Guarantor in accordance with its terms and conditionsterms, except as enforcement may be limited by general principles of equity and by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally or by general equitable principles. (c) Except for the representations and warranties expressly set forth in this Section 8.16, neither Guarantor nor any other Person makes any other express or implied representation or warranty on behalf of Guarantor or any of its Affiliates (other than the representations and warranties of Buyer set forth in Section 4). Guarantor’s obligations under this Section 8.16 are expressly limited to Guaranteed Obligations and shall automatically expire upon the full discharge and performance of all Guaranteed Obligations and, thereafter, Guarantor shall no longer have any duties or obligations under this Agreement. (d) This guaranty is to be a continuing guaranty and accordingly is to remain in force until all of the Guaranteed Obligations have been performed or satisfied. This guaranty is in addition to and without prejudice to and not in substitution for any rights that Seller, its successors and assigns may now or in future have or hold for the performance and observance of the Guaranteed Obligations. The Guaranteed Obligations shall be discharged as a result of (i) indefeasible payment in full of the Guaranteed Obligations in accordance with the terms of this Agreement, or (ii) those defenses with respect to the Guaranteed Obligations that Seller has under the specific terms of this Agreement. (e) As a separate and independent stipulation, Guarantor acknowledges, confirms and agrees that any of the Guaranteed Obligations (including any monies payable) that is or becomes unenforceable against, or not capable of recovery from, Buyer by reason of any legal limitation, disability or incapacity on or of Buyer or any other fact or circumstances (other than any limitation imposed by this Agreement) will nevertheless be enforceable against and recoverable from Guarantor as though the same had been incurred by Guarantor and Guarantor were the sole or principal obligor in respect of that Guaranteed Obligation. Without limiting the generality of the foregoing, (i) Guarantor waives: (A) notice of acceptance of this guaranty, and of the creation or existence of any of the Guaranteed Obligations and of any action by Seller in reliance hereon or in connection herewith; (B) presentment, demand for payment, notice of dishonor or nonpayment, protest and notice of protest with respect to the Guaranteed Obligations; and (C) any requirement that suit be brought against, or any other action by Seller, its successors and assigns, and any third-party beneficiary be taken against, or any notice of default or other notice be given to, or any demand be made on, Buyer or any other Person, or that any other action be taken or not taken as a condition to Guarantor’s liability for the Guaranteed Obligations or as a condition to the enforcement of this Agreement or the Guaranteed Obligations against Guarantor; and (ii) the liability of Guarantor under this Agreement and the Guaranteed Obligations shall be irrevocable and enforceable irrespective of any change in the existence, structure or ownership of Guarantor, Buyer, or any insolvency, bankruptcy, reorganization, or other similar laws affecting creditors' rights proceeding. (f) Notwithstanding anything to the contrary set forth herein, Seller hereby acknowledges and remedies generallyagrees that (i) no recourse hereunder may be had against any Representative of Guarantor, regardless other than Buyer, whether by or through attempted piercing of whether asserted the corporate veil or otherwise, by the enforcement of any judgment or assessment or by any legal or equitable Proceeding, by virtue of any Law, or otherwise, and (ii) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by any Representative of Guarantor, other than Buyer, under this Section 8.16 or for any claim based on, in respect of or by reason of the Guaranteed Obligations. Seller acknowledges and agrees that Guarantor is agreeing to enter into this Section 8.16(f) in reliance on the provisions set forth in this Section 8.16(f) and that this Section 8.16(f) shall survive the termination of this Agreement. (g) Guarantor shall be deemed a proceeding in equity or at law“Party” for purposes of Section 8.2, Section 8.3, Section 8.6, Section 8.7, and Section 8.9.

Parent Guarantee. Parent hereby absolutelyirrevocably and unconditionally guarantees to Seller, unconditionally as primary obligor and irrevocably guarantees not merely as a surety, the full and timely payment and performance of the Buyer’s covenants and agreements in this Agreement (collectively, the “Buyer Guaranteed Obligations”). This is a guarantee of all provisions payment and performance, and not merely of collection, and Parent acknowledges and agrees that this guarantee is full and unconditional, and no amendment, modification, release or extinguishment of the Buyer’s obligations or Liabilities, whether by decree in any bankruptcy proceeding or otherwise, shall affect ACTIVE 218042945 the continuing validity and enforceability of this Agreementguarantee; provided, including Section 2(e) hereofhowever, and each other agreement or instrument contemplated hereby, including the that a Delay of Payment must have occurred before any Seller Indemnified Parties may seek to enforce a Buyer NotesGuaranteed Obligation against Parent. Parent hereby waives notice waives, for the benefit of the acceptance hereofSeller, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives (a) any right to require Sellers the Buyer, as a condition of payment or performance by Parent, to proceed in any Legal Proceeding against the Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation remedies whatsoever after a Delay of Parent hereunder will not be discharged Payment has occurred and (b) to the fullest extent permitted by law) by: (i) Law, any extension defenses or renewal with respect to benefits that may be derived from or afforded by any obligation hereunder Law that limit the Liability of or under any agreement exonerate guarantors or instrument contemplated hereby; (ii) any modificationsureties, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except than defense of payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunderBuyer Guaranteed Obligations. Parent understands that the Seller is relying on this guarantee in entering into this Agreement. Parent hereby represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, that (i) it has full all requisite power and authority to execute, deliver and perform this Agreement, Agreement and that (ii) this Agreement constitutes represents (assuming the valid authorization, execution and legally delivery of this Agreement by the other parties hereto) the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms. The foregoing representations and conditions, except as enforcement may be limited by general principles warranties of equity Parent shall survive until the Buyer Guaranteed Obligations have been performed or paid and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted satisfied in a proceeding in equity or at law.full. ACTIVE 218042945

Parent Guarantee. Parent (a) hereby absolutely, unconditionally and irrevocably guarantees the full due and timely punctual payment and performance of Buyer all of Licensee’s obligations and commitments under this Agreement, and (b) without limiting the foregoing, hereby covenants to procure and cause Licensee and its Affiliates to take such actions that may be necessary to support and duly complete the performance of Licensee’s obligations and commitments under this Agreement. Parent agrees that such obligations of Licensee and this Agreement may be extended, modified or renewed, in whole or in part, in accordance with the terms of this Agreement (without notice or further assent from Parent). This guaranty is an irrevocable guaranty of payment and performance (and not just of collection) by Licensee and shall continue in effect until [***], notwithstanding any extension, modification or renewal of the terms of this Agreement. This guarantee is primary and is in no way conditioned upon any requirement that Licensor first attempt to collect or enforce any guaranteed obligation from or against Licensee. The obligations of Parent hereunder shall be absolute and unconditional, and shall not be affected by or contingent upon (i) the liquidation or dissolution of, or the merger or consolidation of Licensee with or into any corporation, any sale or transfer by Licensee or all provisions or any part of its or their property or assets, or any assignment of this Agreement, including (ii) the bankruptcy, receivership, insolvency, reorganization or similar proceedings involving or affecting Licensee, or (iii) any modification, alteration, amendment or addition of or to the Agreement; provided that, if Licensee is no longer an Affiliate of Parent, Parent has approved any such alteration, amendment or addition which would materially impact Parent’s obligations hereunder. Parent’s obligations under this Section 2(e) hereof, and each other agreement or instrument contemplated hereby, including the Buyer Notes15.16 shall terminate upon [***]. Parent hereby waives notice acknowledges that each of the acceptance hereofwaivers set forth in this Section 15.16 is made with full knowledge of its significance and consequences and under the circumstances the waivers are reasonable and not contrary to public policy. If any of said waivers is determined to be contrary to any applicable law or public policy, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not such waivers shall be discharged (effective only to the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this Agreement, and that this Agreement constitutes the valid and legally binding obligation of Parent, enforceable in accordance with its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at law.

Parent Guarantee. Parent hereby absolutelyGuarantor irrevocably and unconditionally guarantees to each Holder of Debentures, unconditionally and irrevocably guarantees to the Trustee and its successors and assigns, the full and timely punctual payment of the principal of and performance interest on the Debentures, when and as the same shall become due and payable, whether at maturity or upon redemption or acceleration or otherwise, and all other monetary obligations of Buyer of all provisions of this Agreementthe Company under the Indenture and the Debentures, including Section 2(e) hereofobligations to the Trustee, in each case according to the terms of the Indenture and each other agreement or instrument contemplated hereby, including the Buyer NotesDebentures. Parent ▇▇▇▇▇▇▇▇▇ agrees that in the case of default by the Company in the payment of any such principal, interest or other obligations, Parent Guarantor shall duly and punctually pay the same. Parent Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of the Debentures, any modification of the Debentures, any invalidity, irregularity or unenforceability of the Debentures or the Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by any Holder of Debentures or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Parent Guarantor hereby waives notice of the acceptance hereofdiligence, presentment, demand for of payment, protestfiling of claims with a court in the event of a merger or bankruptcy of the Company, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers a demand or proceeding first against the Company, protest or notice with respect to proceed against Buyer the Debentures or pursue any other remedy in Sellers' power the indebtedness evidenced thereby and all demands whatsoever. The obligation of , and covenants that this Parent hereunder Guarantee will not be discharged (as to any Debenture except by payment in full of the principal of, interest and other amounts payable with respect to such Debenture pursuant to such Debenture or the Indenture. For so long as any Debentures are outstanding, Parent Guarantor will guarantee the delivery of the cash and shares of Parent Guarantor Common Stock issuable upon conversion of the Debentures pursuant to the extent permitted terms of this Supplemental Indenture and the Debentures. This Parent Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Debenture, in whole or in part, is rescinded or must otherwise be restored to the Company or Parent Guarantor upon the bankruptcy, liquidation or reorganization of the Company or otherwise. Parent Guarantor shall be subrogated to all rights of the Holders against the Company in respect of any amounts paid by law) by: Parent Guarantor pursuant to the provisions of this Parent Guarantee or the Indenture; provided, however, that Parent Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) any extension or renewal to be subrogated to the rights of a Holder against the Company with respect to any obligation hereunder such payment or under any agreement otherwise to be reimbursed, indemnified or instrument contemplated hereby; exonerated by the Company in respect thereof or (ii) to receive any modification, payment in the nature of contribution or amendment to, this Agreement or for any other agreement or instrument contemplated hereby; (iii) reason from any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings other obligor with respect to Buyer; such payment, in each case, until the principal of and interest on the Debentures shall have been paid in full. Any term or (iv) any other occurrence whatsoeverprovision of this Supplemental Indenture to the contrary notwithstanding, except payment and performance in full the maximum aggregate amount of all obligations covered by this guarantee, Parent Guarantee shall not exceed the maximum amount that can be hereby guaranteed without regard rendering this Parent Guarantee voidable under applicable law relating to any rejection fraudulent conveyances or termination thereof by reason of any proceeding in bankruptcy fraudulent transfers or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this Agreement, and that this Agreement constitutes the valid and legally binding obligation of Parent, enforceable in accordance with its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' the rights and remedies of creditors generally, regardless of whether asserted in a proceeding in equity or at law.

Parent Guarantee. (a) Seller Parent hereby absolutelyunconditionally, unconditionally absolutely and irrevocably guarantees guarantees, undertakes and promises to cause Seller to fully and promptly pay, perform and observe all of Seller’s obligations under, with respect to, in connection with or otherwise arising out of or relating to this Agreement (the full “Guaranteed Obligations”), whether according to the present terms hereof or thereof, or pursuant to any change in the terms, covenants and timely conditions hereof at any time hereafter made or granted, including pursuant to any amendments, waivers, extensions or renewals affecting such agreements and the transactions contemplated hereby and thereby. In the event that Seller fails in any manner whatsoever to pay, perform, discharge or observe any of the Guaranteed Obligations, Seller Parent will itself duly and promptly pay, perform, discharge or observe, as the case may be, such Guaranteed Obligations, or cause the same to be duly and promptly paid, performed, discharged or observed, in each case as if Seller Parent were itself a direct obligor with respect to such Guaranteed Obligations. Seller Parent hereby agrees that (a) the Buyer is not obligated to first bring suit or take other action or make any demand against Seller prior to seeking enforcement of Seller Parent’s guarantee herein, and (b) Seller Parent’s obligations pursuant to this Section 12.12 shall not be compromised or altered as a result of any extension, modification or change in the time for payment and performance of Buyer of all provisions or other payment terms of this Agreement, including Section 2(e) hereof, Agreement that are agreed to by Buyer and each other agreement or instrument contemplated hereby, including the Buyer NotesSeller. Seller Parent hereby waives notice any defense that the guarantee set forth herein is not enforceable or of no further force or legal effect as a result of any bankruptcy proceeding in which Seller is the acceptance hereofdebtor. (b) In the event that Seller Parent undergoes any merger, presentmentreorganization, demand for paymentconsolidation, protestbusiness combination, notice share exchange, tender offer, recapitalization, dissolution, liquidation or similar transaction of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Seller Parent waives any right which is expected to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not be discharged (to the extent permitted by law) by: (i) any extension materially impair the ability of Seller Parent to perform under this Section 12.12 or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modificationcause Seller Parent to no longer be a Subsidiary of Ultimate Seller Parent, or amendment then prior to such transaction, Seller Parent shall assign its obligations under this Agreement to, and cause its obligations under this Agreement or to be assumed by, another Subsidiary of Ultimate Seller Parent which has the financial capacity to perform any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect potential obligations under this Section 12.12 reasonably likely to Buyer; or (iv) any other require performance from and after the occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this Agreement, and that this Agreement constitutes the valid and legally binding obligation of Parent, enforceable in accordance with its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at lawsuch transaction.

Parent Guarantee. Parent Guarantor hereby (i) agrees to take any and all actions necessary to cause Acquiror to perform all of their respective obligations under this Agreement in accordance with their respective terms (including with respect to the consummation of the Transaction, the payment of any and all amounts required pursuant to Article III and, if applicable, any amounts payable pursuant to Section 10.2) (collectively, the “Guaranteed Obligations”) and (ii) absolutely, unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety, the full and timely payment and complete performance by Acquiror of Buyer of all provisions of this Agreement, including Section 2(e) hereofthe Guaranteed Obligations, and each Parent Guarantor shall be liable for any breach by Acquiror of any of the Guaranteed Obligations. This is a guarantee of payment (not of collection) and performance. The Company shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Acquiror becomes subject to bankruptcy, reorganization or similar proceedings, and the failure of the Company to so file shall not affect Parent Guarantor’s obligations hereunder. In the event that any payment to the Company in respect of the Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever (other agreement than in circumstances where Parent Guarantor is not liable to make such payment), Parent Guarantor shall remain liable hereunder with respect to the Guaranteed Obligations as if such payment had not been rescinded or instrument contemplated hereby, including the Buyer Notesreturned. Parent Guarantor hereby waives notice of the acceptance hereofpromptness, diligence, presentment, demand for of performance, demand of payment, filing of any claim, any right to require any proceeding first against Acquiror, protest, notice of protest, or any kind and all notice demands whatsoever and all suretyship defenses generally in connection with the performance of non-paymentits covenants, non-performance or non-observanceagreements and obligations set forth in this Section 12.17. Notwithstanding the foregoing, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not be discharged (to the extent permitted Acquiror is relieved of all or any portion of the Guaranteed Obligations by law) by: (i) any extension or renewal with respect satisfaction thereof on the terms and subject to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, the conditions set forth in this Agreement or pursuant to any other agreement or instrument with the Seller, Parent Guarantor shall be similarly relieved of its corresponding obligations under this Section 12.17. Parent Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this Agreement, Agreement and that the waivers set forth in this Agreement constitutes the valid and legally binding obligation Section 12.17 are knowingly made in contemplation of Parent, enforceable in accordance with its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at law.such benefits. [Signature pages follow]

Parent Guarantee. Parent hereby absolutely, unconditionally and irrevocably guarantees to Buyer the full and timely payment by Seller of any amount due and payable from Seller to Buyer in accordance with the terms of this Agreement (and subject to any limitations on Seller’s obligations set forth herein), including any and all payments required under Article VIII (collectively, the “Seller Payment Obligations”). 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 performed, all such Seller Payment Obligations. All payments made by Parent pursuant to the obligations incurred by it under this Section 13.4 shall 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 Buyer 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 effect notwithstanding any extension or modification of all provisions any Seller Payment Obligation, any assumption of this Agreementany such Seller Payment Obligation by any other party, including Section 2(e) hereof, or any other act or thing which might otherwise operate as a legal or equitable discharge of a guarantor and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives all special suretyship defenses and notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoeverrequirements. The obligation obligations, covenants and agreements of Parent hereunder will shall not be discharged released, affected or impaired in any way by the voluntary or involuntary liquidation, sale or disposition of any assets of Seller, or the merger or consolidation of Seller with any other person. This guarantee shall be binding upon all successors and assigns of Parent (to the extent permitted by law) by: (i) any extension or renewal with respect including but not limited to any obligation hereunder entity or under any agreement group of entities to which Parent sells, assigns or instrument contemplated hereby; (ii) any modification, transfers all or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of substantially all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationor its subsidiaries’ assets in one or more related transactions); provided, however, that it has full power and authority to execute, deliver and perform this Agreement, and that this Agreement constitutes the valid and legally binding obligation of Parent, enforceable in accordance with no assignment shall release Parent from its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at lawobligations hereunder.

Parent Guarantee. (a) Parent Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full full, complete and timely payment by Buyer of its obligations under Article II when and as due under this Agreement. 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 13.15, Seller shall first demand payment from Buyer of all in accordance with the applicable provisions of this Agreement; provided, including Section 2(e) hereofhowever, and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right that Seller shall not be required to require Sellers to proceed initiate legal proceedings against Buyer or pursue any other remedy in Sellers' power whatsoeverprior to proceeding against Parent Guarantor under this Section 13.15. The obligation guarantee set forth in this Section 13.15 shall survive the Closing and shall expire and be of Parent hereunder will not be discharged (to no further force or effect at the extent permitted by law) byclose of Business on the third Business Day after: (i) any extension the Determination Date, if the Buyer has no obligation to pay an amount to the Seller under Section 2.3(e), or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect if the Buyer has an obligation to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard pay an amount to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization the Seller or the exercise of remedies thereunder. Escrow Agent under Section 2.3(e), the date on which such amount(s) have been paid. (b) The Parent Guarantor represents and warrants to Sellers that 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, validly existing and in good standing under the laws of its the jurisdiction of its incorporation, that it . (iii) Parent Guarantor has full corporate power and authority to executeexecute and deliver this Agreement and to perform its 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 requisite corporate action of Parent Guarantor. (v) Except to the extent enforceability may be limited by bankruptcy, deliver insolvency, reorganization, moratorium and perform this Agreement, other similar laws from time to time in effect affecting the enforceability of creditors’ rights generally and that except to the extent enforcement of remedies may be limited by general equitable principles this Agreement constitutes the valid and legally binding obligation of ParentParent Guarantor, enforceable against Parent Guarantor in accordance with its the terms of this Agreement. The Parties have executed and conditions, except delivered this Share Purchase Agreement as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at law.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 Section 13.15 hereof: PARENT GUARANTOR By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title:

Parent Guarantee. Centennial Cellular Operating Co. LLC, a Delaware limited liability company (“Parent hereby absolutelyGuarantor”), irrevocably and unconditionally guarantees (the “Parent Guarantee”) to Buyer and irrevocably guarantees its successors and assigns, the prompt and complete payment when due of all financial obligations of Seller to Buyer under this Agreement (“Seller Obligations”), including any indemnification payments that may become due to Buyer under this Agreement. If any Seller Obligation shall not be paid when due, Parent Guarantor shall become liable to Buyer for such obligation and Buyer may recover from Parent Guarantor the full amount of any such Seller Obligation payable on demand. No provision hereof shall in any manner restrict the rights and timely payment remedies of Seller or Buyer under this Agreement and performance of Buyer of all provisions of this Agreement, including Section 2(e) hereof, and each the other agreement or instrument contemplated hereby, including the Buyer Notesdocuments executed in connection therewith. Parent hereby waives notice Guarantor shall be liable to Buyer under this Agreement only to the extent that Seller is liable hereunder. Except if the payment of the acceptance hereofSeller Obligations in question is still under a dispute by Seller, presentmentParent Guarantor shall not have the right to assert as a defense to its obligations under this Guarantee any defense of any kind or nature that Seller could assert with respect to the payment of the Seller Obligations, demand for whether or not Seller has in fact asserted any such defenses. This Parent Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment, protest, notice of protest, or any and all notice part thereof, of non-payment, non-performance any of the Seller Obligations is rescinded or non-observance, must otherwise be restored or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against returned by Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not be discharged (to upon the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganizationdissolution, arrangementliquidation or reorganization of Seller, compositionor upon or as a result of the appointment of a receiver, liquidationintervener or conservator of, dissolution or trustee or similar proceedings with respect to Buyer; officer for, Seller or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws substantial part of its jurisdiction of incorporationproperty, that it has full power and authority to executeor otherwise, deliver and perform this Agreement, and that this Agreement constitutes the valid and legally binding obligation of Parent, enforceable in accordance with its terms and conditions, except all as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at lawthough such payments had not been made.

Parent Guarantee. (a) Parent hereby absolutelyirrevocably and unconditionally, unconditionally as primary obligor and irrevocably not merely as surety, guarantees to Purchaser the full and timely payment and performance by Seller when due of Buyer of all provisions of this Agreement, including Section 2(e) hereof, and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not be discharged (Seller pursuant to this Agreement to the extent permitted the same is required to be paid by lawSeller pursuant to the terms and subject to the conditions and limitations thereof. (b) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent hereby represents and warrants to Sellers that Purchaser as of the date hereof and as of the Closing as follows: (i) Parent is a corporation (A) duly organizedincorporated, validly existing and in good standing under the laws Laws of its jurisdiction the State of incorporation, that it has full Delaware and (B) with all requisite corporate power and authority to execute, deliver own and perform this Agreement, operate its properties and that to carry on its business as presently conducted. (ii) Parent has all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery by Parent 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 part of Parent or its board of directors or stockholders are necessary to authorize this Agreement or the consummation of the Contemplated Transactions. This Agreement has been duly executed and delivered by Parent and constitutes (assuming the due authorization, execution and delivery by the other parties hereto) the legal, valid and legally binding obligation obligations of Parent, Parent enforceable against Parent in accordance with its terms and conditionsterms, except as enforcement such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium, restructuring or other Laws affecting creditors’ rights and remedies generally and general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless (irrespective of whether asserted 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 a 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 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 at lawall 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. Parent (a) Guarantor hereby absolutely, unconditionally and irrevocably guarantees the full and timely prompt performance by Buyer of Buyer’s covenants, agreements and obligations under this Agreement and the other Transaction Documents (such obligation, the “Guaranteed Obligations”). This is a guarantee of performance and payment and performance not only of Buyer of all provisions of this Agreementcollection. Guarantor waives promptness, including Section 2(e) hereof, and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives notice of the acceptance hereofdiligence, presentment, demand for of performance, demand of payment, filing of any claim, any right to require any proceeding first against Buyer, protest, notice of protest, or any kind (including notices of acceptance hereof and of defaults hereunder) and all notice demands whatsoever and all suretyship defenses generally in connection with the performance of non-paymentits covenants, non-performance or non-observanceagreements and obligations set forth in this Agreement. Without limiting the foregoing, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not Guarantor shall be discharged (to responsible for the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all expenses and charges (including without limitation all court costs and reasonable attorneys’ fees) paid or incurred by any Seller Related Party in realizing upon any of the obligations covered by guaranteed pursuant to this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent Section 8.21(a). (b) Guarantor represents and warrants to Sellers Buyer that Parent (1) Guarantor is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation, that it Delaware; (2) Guarantor has full power and the requisite corporate authority to executeenter into this Agreement and to perform its obligations hereunder; (3) the execution, deliver delivery and perform performance of this AgreementAgreement by Guarantor and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Guarantor; (4) this Agreement has been duly and validly executed and delivered by Guarantor; and (5) the execution and delivery of this Agreement does not, and that the consummation of the transactions contemplated herein and the compliance with the provisions herein will not, conflict with or violate any applicable Law or agreement binding upon Guarantor, nor require authorization, consent or approval of, or filing with, any Governmental Authority, except in each case as would not impact Guarantor’s ability to perform or comply with its obligations hereunder in any material respect. (c) To the maximum extent permitted by Law, no modification, limitation or discharge of liability of any other guarantor (if any) of the Guaranteed Obligations or of Buyer under this Agreement constitutes the valid and legally binding obligation of Parentor any related agreement, enforceable in accordance with its terms and conditionsinstrument or document arising out of, except as enforcement may be limited or by general principles of equity and by virtue of, any bankruptcy, insolvencyarrangement, moratorium reorganization or similar proceedings for release of debtors under federal or state law shall affect the liability of Guarantor hereunder in any manner whatsoever, and similar laws affecting creditors' Guarantor hereby waives all rights and remedies generallybenefits which might otherwise accrue to it by reason of any such proceeding. (d) For avoidance of doubt, regardless the provisions of whether asserted Sections 8.02 through 8.13 and Section 8.19 are incorporated into this Section 8.21 and any references to “Party” in a proceeding in equity or at law.such Sections shall be deemed to include the Guarantor. * * * * *

Parent Guarantee. (a) Parent hereby absolutely, unconditionally and irrevocably guarantees and promises to Seller, in order to induce Seller to enter into this Agreement (i) the full payment by Buyer of the Purchase Price and timely any other amounts payable by Buyer to Seller pursuant to this Agreement when and to the extent the same shall become due and payable, and (ii) the performance, fulfillment and observance of each agreement, condition, covenant, obligation and undertaking of Buyer under this Agreement and all agreements ancillary thereto or executed in connection therewith, on the terms and subject to the conditions set forth therein (collectively, the “Guaranteed Obligations”). If Buyer shall fail to pay any amounts due under this Agreement when and to the extent the same shall become due and payable, or shall fail to perform, fulfill or observe any of the Guaranteed Obligations in the manner provided in this Agreement or any relevant ancillary agreement, Parent will upon written demand from Seller promptly pay or cause to be paid such amount to Seller or perform, fulfill or observe or cause to be performed, fulfilled or observed such Guaranteed Obligation, as the case may be. The Guaranteed Obligations under this guaranty shall constitute an absolute and unconditional present and continuing guarantee of payment and performance to the extent provided herein and not of collectability, and shall not be contingent upon any attempt by Seller to enforce payment or performance by Buyer. (b) The Guaranteed Obligations under this guaranty are absolute and unconditional, are not subject to any counterclaim, setoff, deduction, abatement or defense based upon any claim Parent or Buyer may have against Seller, and shall remain in full force and effect without regard to (i) any agreement or modification to any of all provisions the terms of this Agreement or any other agreement which may hereafter be made relating thereto, in each case in accordance with the terms of this Agreement; (ii) any exercise, including Section 2(enon-exercise or waiver by Seller of any right, power, privilege or remedy under or in respect of this Agreement; (iii) hereofany insolvency, bankruptcy, dissolution, liquidation, reorganization or the like of Parent or Buyer at any time; or (iv) absence of any notice to, or knowledge by, Parent of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions (i) through (iii). Parent will continue to own all of the outstanding equity or membership interests of Buyer, and each other agreement maintain the legal existence of Buyer, and upon any dissolution, liquidation or instrument contemplated herebyreorganization of Buyer at any time, including the Parent shall directly and unconditionally assume all payment and performance Guaranteed Obligations of Buyer Notes. under this Agreement or otherwise. (c) Parent hereby unconditionally waives notice of the acceptance hereof, presentment, demand for payment, protest, notice of protest, or (i) any and all notice of non-paymentdefault, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation of Parent hereunder will not be discharged (to the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or payment under any agreement or instrument contemplated hereby; this Agreement and (ii) all notices which may be required by statute, rule of law or otherwise to preserve intact any modificationrights of Seller against Parent, including, without limitation, any demand, presentment or protest, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except proof of notice of non-payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this Agreement, and that this Agreement constitutes the valid and legally binding obligation of Parent, enforceable in accordance with its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at law.

Parent Guarantee. Parent hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to the full and timely Buyer the payment and performance by Seller of Buyer of all provisions its covenants, obligations, liabilities and agreements under this Agreement and the Transaction Documents, when and as the same shall become due and payable in accordance with the terms and conditions of this AgreementAgreement and the Transaction Documents, including Section 2(e) hereofas applicable (the “Guaranteed Obligations”). Parent acknowledges and agrees that such guaranty shall be a guaranty of payment and performance and not of collection, and each is to remain in force until all obligations of Seller under this Agreement and the Transaction Documents shall have been performed or satisfied in full. The liability of Parent under this Agreement shall not be released or diminished by any variation of the terms of this Agreement or the Transaction Documents (whether or not agreed by Parent), any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. If Seller shall default in the due and punctual payment or performance of the Guaranteed Obligations, Parent will upon demand by Buyer forthwith make full payment or performance of the Guaranteed Obligations to the appropriate Person pursuant to the terms of this Agreement and/or the Transaction Documents, as applicable. No setoff, counterclaim, reduction or diminution of any obligation of any kind or nature which Parent may have or assert against Buyer shall be available hereunder to the Parent against the Seller. The Parent’s guarantee hereunder is unconditional irrespective of any change in the corporate existence, structure or ownership of Seller, or any insolvency, bankruptcy, reorganization or other agreement similar proceeding affecting the Seller or instrument contemplated hereby, including the Buyer Notesits assets. Parent hereby waives notice of the Sellers’ acceptance hereof, presentment, demand for payment, protest, notice of protestand reliance on this guarantee. Parent further waives any right it may have to (a) require Buyer to proceed against or exhaust any right against Seller or any other Person, or (b) require Buyer to pursue any other remedy within their power and Parent agrees that all notice of non-payment, non-performance its obligations under this guarantee are independent of the obligations of the Seller and that a separate action may be brought against Parent whether or non-observance, or other proof, or notice or demandnot an action is commenced against Seller. Parent waives any right to require Sellers to proceed against Buyer defense arising by reason of any incapacity, disability, lack of authority or pursue any power, or other remedy in Sellers' power whatsoever. The obligation defense of Parent hereunder will not be discharged (to Seller based on or arising out of the extent permitted by law) by: (i) any extension lack of validity or renewal with respect to any obligation hereunder the unenforceability of this guarantee or under any agreement or instrument relating thereto. Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated hereby; (ii) any modification, or amendment to, by this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance the Transaction Documents and that the waivers set forth in full this Section 6.18 are made knowingly in contemplation of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereundersuch benefits. Parent represents and warrants to Sellers Buyer as follows that Parent (I) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationCanada, that (II) it has full all necessary power and authority to execute, execute and deliver and perform its obligations under this AgreementAgreement and each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby or thereby in accordance with the terms hereof or thereof, (III) the execution, delivery and performance by Parent of its obligations pursuant to this Agreement and each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby have been duly and validly authorized by all necessary action on the part of Parent, and that no other proceedings on the part of Parent are necessary to authorize the execution, delivery or performance of this Agreement constitutes and the valid applicable Transaction Documents and legally (IV) this Agreement and each of the Transaction Documents to which it is a party have been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute a valid, legal and binding obligation agreement of Parent, enforceable against Parent in accordance with its terms and conditionsterms, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at lawsubject to the General Enforceability Exceptions.

Parent Guarantee. (a) Parent hereby absolutely, unconditionally and irrevocably fully guarantees the due, prompt and full and timely performance, payment and performance of Buyer discharge when due of all provisions of the covenants, obligations, agreements and undertakings, including any payment obligations, of Purchaser under this Agreement (such obligations, the “Guaranteed Obligations”). Whenever this Agreement requires Purchaser to take any action or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Purchaser to take such action or refrain from taking such action. The Guaranteed Obligations are primary, absolute, unconditional and irrevocable, and such obligations shall continue in full force and effect until the payment and performance, as applicable, of all of the Guaranteed Obligations and are not conditioned upon any event or contingency or upon any attempt first to obtain payment from Purchaser under this Agreement, including Section 2(eor pursuit of any other right or remedy against Purchaser through the commencement of an Action or otherwise. (b) hereofWith respect to its obligations hereunder, and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby expressly waives notice of the acceptance hereofdiligence, presentment, demand for of payment, protest, notice of protest, or any protest and all notice notices whatsoever, all defenses which may be available by virtue of non-paymentany valuation, non-performance or non-observancestay, moratorium law or other proofsimilar applicable Law now or hereafter in effect, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation the marshalling of assets of Seller, and all suretyship defenses generally. (c) Parent hereunder will acknowledges and agrees that its obligations under this Section 11.17 shall continue not be discharged (to the extent permitted released or discharged, in whole or in part, or otherwise affected by law) by: (i) the failure or delay on the part of Seller to assert any extension claim or renewal with respect demand or to enforce any obligation hereunder right or under any agreement or instrument contemplated herebyremedy against Purchaser; (ii) any modificationchange in the time, place or manner of payment or performance of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment to, or modification of any of the terms or provisions of this Agreement or any (other agreement or instrument contemplated herebythan this Section 11.17, as applicable); (iii) any conservatorshipchange in the corporate existence, receivership, structure or ownership of Purchaser; (iv) any insolvency, bankruptcy, reorganizationreorganization or other similar Proceeding affecting Purchaser; (v) the existence of any claim, arrangementset-off or other right which Parent may have at any time against Seller, compositionwhether in connection with the Guaranteed Obligations or otherwise; or (vi) the adequacy of any means Seller may have of obtaining payment or performance related to the Guaranteed Obligations. (d) Notwithstanding anything herein to the contrary, liquidation, dissolution or similar proceedings Parent’s obligations under this Section 11.17 shall terminate immediately (i) upon the Closing (including payment in full of the Estimated Purchase Price and the amounts contemplated by Section 3.2 and Section 3.3) and (ii) with respect to Buyer; or (iv) any other occurrence whatsoeverGuaranteed Obligation, except payment and performance upon the discharge in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that such Guaranteed Obligation. (e) Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporationorganization, and has the requisite corporate power and authority to own or lease its assets and to conduct its business in all material respects as it is now being conducted. The execution, delivery and performance by Parent of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming the due and valid execution and delivery of this Agreement by the other parties hereto) constitutes a legal, valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Parent hereby represents and warrants to Purchaser that (i) it has full all requisite power and authority to execute, deliver and perform the obligations set forth in this AgreementSection 11.17 and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action and do not contravene any provision of Parent’s organizational documents or any applicable Laws binding on Parent or its assets; and (ii) all consents necessary for the due execution, delivery and performance of this Agreement by Parent (other than (A) the filings under the HSR Act, (B) any other filing under any competition Law set forth on Section 4.4(c) of the Company Disclosure Schedule, and (C) the Governmental Filings set forth on Section 4.4(c) of the Company Disclosure Schedule) have been obtained and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Section 11.17. This Section 11.17 shall be binding upon the successors and assigns of Parent and shall inure to the benefit of Purchaser and its successors and assigns. In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Parent shall cause such Person to assume the obligations set forth in this Agreement constitutes the valid and legally binding obligation Section 11.17, including by operation of Parent, enforceable in accordance with its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at law.

Parent Guarantee. Section 8.18.1 Parent hereby absolutely, unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety, the due and punctual payment and discharge of each obligation of Purchaser and the full and timely payment and performance by Purchaser of Buyer of all its obligations, in each case, under the provisions of this AgreementAgreement and the other Documents to which Purchaser is a party (collectively, including the “Obligations”). Section 2(e) hereof8.18.2 This is a guarantee of payment and performance, and each Parent acknowledges and agrees that this guarantee is full and unconditional, and no release or extinguishment of Purchaser’s liabilities and obligations (other agreement than in accordance with the terms of this Agreement or instrument contemplated herebythe Documents to which Purchaser is a party, including as applicable), whether by decree in any bankruptcy proceeding or otherwise, will affect the Buyer Notescontinuing validity and enforceability of this guarantee. Parent hereby waives, for the benefit of Seller, (i) any right to require Seller, as a condition of payment or performance of Parent, to proceed against Purchaser or pursue any other remedies whatsoever, and (ii) to the fullest extent permitted by law, any defenses or 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 defense is available to Purchaser under this Agreement. Section 8.18.3 Seller shall not be obligated to file any claim relating to the Obligations in the event that Purchaser becomes subject to an insolvency event, and the failure of Seller to so file shall not affect Parent’s obligations hereunder. In the event that any payment to Seller in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Parent shall remain liable hereunder with respect to the Obligations as if such payment had not been made. This is an unconditional guarantee of payment and not of collectability. Section 8.18.4 Parent agrees that its obligations hereunder shall remain absolute and unconditional and shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of Seller to assert any claim or demand or to enforce any right or remedy against Purchaser (or any of its permitted assignees) or any other Person; (ii) any change in time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment to or modification of any of the terms or provisions of this Agreement made in accordance with the terms thereof or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (iii) the addition, substitution or release of Purchaser (or any of its permitted assignees) or any other Person; (iv) any change in the corporate existence, structure or ownership of Purchaser (or any of its permitted assignees) or any other Person; (v) any insolvency event or other similar proceeding affecting Purchaser (or any of its successors or permitted assigns) or any other Person; (vi) the existence of any claim, set-off or other right which Parent may have at any time against Purchaser or Seller or any of their respective Affiliates, whether in connection with the Obligations or otherwise; (vii) the adequacy of any other means Seller may have of obtaining repayment of any of the Obligations; (viii) the value, genuineness, validity, regularity, illegality or enforceability of this Agreement; (ix) any assignment by Purchaser of its rights or obligations under this Agreement and (x) any defenses available to Purchaser (or its permitted assignees), other than defenses available under this Agreement. Parent waives promptness, diligence, notice of the acceptance hereofof this guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of protest, or the incurrence of any Obligations and all notice other notices of non-paymentany kind, non-performance or non-observanceall defenses which may be available by virtue of any valuation, stay, moratorium law or other proofsimilar law now or hereafter in effect, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoever. The obligation the marshalling of Parent hereunder will not be discharged (to the extent permitted by law) by: (i) any extension or renewal with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement assets of Purchaser or any other agreement or instrument Person interested in the transactions contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guaranteeAgreement, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunderand all suretyship defenses generally. Parent represents acknowledges that it will receive substantial direct and warrants indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this guarantee are knowingly made in contemplation of such benefits. Section 8.18.5 As an inducement to Sellers that Seller to enter into this Agreement, Parent hereby makes the following representations and warranties, as of the Effective Date, to Seller: Parent is duly organized, a validly existing corporation and is in good standing under the laws of its the jurisdiction of incorporationits organization; the execution, that it delivery and performance of this Agreement by Parent has full power and authority to execute, deliver and perform this Agreement, and that been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and legally binding obligation of Parent, enforceable against Parent in accordance with its the terms and conditionshereof, except as enforcement may be limited by general principles subject to the effect of equity and by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors' the rights and remedies generallyof creditors generally and the effect of general principles of equity, regardless whether applied by a court of law or equity; and the execution, delivery and performance of this Agreement will not violate or conflict with any other agreement or instrument to which it is a party. Section 8.18.6 This guarantee shall remain in full force and effect and shall be binding on Parent and its successors and permitted assigns, and shall inure to the benefit of Seller and its successors and permitted assigns, until all of the Obligations and all amounts payable under this guarantee have been indefeasibly paid, observed, performed or satisfied in full, except to the extent set forth herein. The obligations of Parent hereunder are independent of the obligations of Purchaser and a separate action or actions may be brought and prosecuted against Parent whether asserted or not any action is brought against Purchaser and whether or not Purchaser is joined in a proceeding in equity or at lawany such actions.

Parent Guarantee. To induce Seller to enter into this Agreement, which Agreement is of material benefit to Parent, Parent hereby absolutelyunconditionally guarantees to Seller, unconditionally as a primary obligor and irrevocably guarantees not merely as a surety, the prompt and full and timely payment and performance of by Buyer of all provisions of Buyer's obligations and liabilities under this Agreement, including Section 2(e) hereof, Agreement and each the other agreement or instrument contemplated hereby, including Transaction Documents in accordance with the Buyer Notesterms hereof and thereof ("Parent Guarantee"). Parent hereby waives notice of agrees that, if Buyer fails to pay and perform promptly any such obligation or liability in accordance with such terms, Parent will forthwith, upon demand, pay and perform the acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all notice of non-payment, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer or pursue any other remedy in Sellers' power whatsoeversame. The unconditional obligation of Parent hereunder will not be discharged (to the extent permitted affected, impaired or released by law) by: (i) any extension termination or renewal with respect expiration hereof, or by Closing hereunder, or by any extension, waiver, amendment or other circumstance whatsoever that would affect, impair, release or constitute a defense to any obligation hereunder of a guarantor or under any agreement or instrument contemplated hereby; surety (ii) any modificationother 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, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Seller and Stockholder as follows: (a) Parent is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation, that it incorporation and has full all requisite corporate power and authority to executeown, lease and operate its properties and assets and to conduct its business as currently conducted or proposed to be conducted. (b) Parent has all requisite power and authority to execute and deliver and perform its obligations under this AgreementAgreement and to consummate the transactions contemplated hereby. The execution, delivery and that performance of this Agreement have been duly authorized by all requisite corporate action on the part of Parent. This Agreement constitutes the legal, valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms and conditionsterms, except as to the extent enforcement thereof may be limited by general principles of equity and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' now or hereafter in effect relating to creditors rights and remedies generally, regardless and general principles of whether asserted in 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 proceeding in equity default or at lawbreach 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) Parent hereby absolutely, irrevocably and unconditionally guarantees to Seller the due and irrevocably guarantees the full punctual payment, performance and timely payment and performance discharge of all obligations of Buyer under this Agreement and the Closing Agreements (including payment of all the Final Purchase Price and any damages for breach arising under this Agreement and the Closing Agreements) (collectively, the “Obligations”). Without limiting the generality of the foregoing, this guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against Parent to enforce this guarantee, irrespective of whether any action is brought against Buyer or 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. If Buyer fails to perform any of the Obligations requiring payment, in whole or in part, when such Obligation is due, Parent shall promptly pay such Obligation in lawful money of the United States and in any event within five (5) Business Days of receipt of written demand for payment from Seller. Seller may enforce Parent’s obligations under this Section 10.20 without first suing Buyer or joining Buyer in any suit against Parent, or enforcing any rights and remedies against Buyer, 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 or discharged, in whole or in part, or otherwise affected by (i) the existence of any claim, set-off or other right which Parent may have at any time against Buyer, whether in connection with the Obligations or otherwise; (ii) any insolvency, bankruptcy, reorganization or other 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 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, including Section 2(e) hereof, and each other agreement or instrument contemplated hereby, including the Buyer Notes. Parent hereby waives promptness, diligence, notice of the acceptance hereofof this guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of protest, or any Obligations incurred and all notice other notices of non-paymentany kind, non-performance or non-observance, or other proof, or notice or demand. Parent waives any right to require Sellers to proceed against Buyer the marshalling of assets of Buyer, all defenses which may be available by virtue of any valuation, stay, moratorium law or pursue any other remedy similar law now or hereafter in Sellers' power whatsoever. The obligation of Parent hereunder will effect and all suretyship defenses generally. (c) Seller shall not be discharged (obligated to file any claim relating to the extent permitted by law) by: (i) Obligations in the event that Buyer becomes subject to a reorganization, bankruptcy or similar proceeding, and the failure of Seller to so file shall not affect Parent’s obligations. In the event that any extension payment to Seller in respect of an Obligation is rescinded or renewal must otherwise be returned, and is returned, to Buyer in connection with any such proceeding, Parent shall remain liable hereunder with respect to any obligation hereunder or under any agreement or instrument contemplated hereby; (ii) any modification, or amendment to, this Agreement or any other agreement or instrument contemplated hereby; (iii) any conservatorship, receivership, insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceedings with respect to Buyer; or (iv) any other occurrence whatsoever, except its Obligations as if such payment and performance in full of all obligations covered by this guarantee, without regard to any rejection or termination thereof by reason of any proceeding in bankruptcy or reorganization or the exercise of remedies thereunder. Parent represents and warrants to Sellers that Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, that it has full power and authority to execute, deliver and perform this Agreement, and that this Agreement constitutes the valid and legally binding obligation of Parent, enforceable in accordance with its terms and conditions, except as enforcement may be limited by general principles of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally, regardless of whether asserted in a proceeding in equity or at lawhad not been made.