Common use of Parent Guarantee Clause in Contracts

Parent Guarantee. (a) Whenever in this Agreement the performance of or compliance with a covenant or obligation set forth in this Agreement (the “Seller Guaranteed Obligations”) is expressed to be required by Seller or its Affiliates, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to the provisions of this Agreement, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates when due, Seller Parent shall (subject to the provisions of this Agreement), within ten (10) Business Days following the written request of Buyer when such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay or cause Seller or its Affiliates to pay in full in cash any of such Seller Guaranteed Obligation that is in the nature of a payment obligation, and (ii) perform or cause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performed. In the event Seller Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to the provisions of this Agreement), Buyer may, in addition to any and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the payment or performance of such Seller Guaranteed Obligation in accordance with the provisions of this Agreement, and (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 the performance of or compliance with a covenant or obligation set forth in this Agreement (the “Buyer Guaranteed Obligations”) is expressed to be required by Buyer or its Affiliates, Buyer Parent shall cause Buyer and 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, 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the Closing.

Parent Guarantee. (a) Whenever in Parent shall cause Purchaser to perform all of its respective agreements, covenants and obligations under this Agreement and the performance of or compliance Purchase Agreements in accordance with a covenant or obligation set forth in their respective terms. (b) Without limiting its direct obligations under this Agreement Agreement, Parent fully and irrevocably guarantees (the “Seller Guarantee”) the obligations of Purchaser under the Agreement and the Purchase Agreements (the “Guaranteed Obligations”) ). The Guarantee is expressed 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 be required by 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 its Affiliatesother performance in respect of the Guaranteed Obligations must be returned or is rescinded, Seller for any reason whatsoever, Parent shall cause 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 effect and 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 and its Affiliates to punctually perform as a result of or comply with such Seller Guaranteed Obligationarising out of this Agreement or the Purchase Agreements or any other transaction. Subject to the provisions of this AgreementSection 4.19, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates when due, Seller Parent shall (subject to have the provisions of this Agreement)rights, within ten (10) Business Days following the written request of Buyer when such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay remedies and legal or cause Seller or its Affiliates to pay in full in cash any of such Seller Guaranteed Obligation equitable defenses that is in the nature of a payment obligation, and (ii) perform or cause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performed. In the event Seller Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to the provisions of this Agreement), Buyer may, in addition to any and all other rights and remedies that may be are available to Buyer in respect of such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at Purchaser under the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the payment or performance of such Seller Guaranteed Obligation in accordance with the provisions terms of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction Purchase Agreements or binding settlement agreement. Seller Parent’s obligations under this Section 4.11(a) shall survive applicable Law with respect to the ClosingGuaranteed Obligations. (bd) Whenever in this Agreement the performance of or compliance with a covenant or obligation set forth in this Agreement (the “Buyer Guaranteed Obligations”) is expressed Parent represents and warrants for and as to be required by Buyer or its Affiliates, Buyer Parent shall cause Buyer and 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 itself 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 Affiliatesit has received, or Buyer Parentwill receive, direct or both (at indirect benefit from the election making 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the ClosingGuarantee.

Parent Guarantee. (a) Whenever in Parent hereby absolutely, irrevocably and unconditionally guarantees to Seller the due and punctual payment, performance and discharge of all obligations of Buyer under this Agreement and the performance Closing Agreements (including payment of or compliance with a covenant or obligation set forth in the Final Purchase Price and any damages for breach arising under this Agreement and the Closing Agreements) (collectively, the “Seller Guaranteed Obligations”) ). Without limiting the generality of the foregoing, this guarantee is expressed to be required by Seller or its Affiliatesone of payment, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to the provisions of this Agreement, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates when due, Seller Parent shall (subject to the provisions of this Agreement), within ten (10) Business Days following the written request of Buyer when such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay or cause Seller or its Affiliates to pay in full in cash any of such Seller Guaranteed Obligation that is in the nature of a payment obligationcollection, and (ii) perform a separate action or cause Seller actions may be brought and prosecuted against Parent to enforce this guarantee, irrespective of whether any action is brought against Buyer or its Affiliates 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 such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performed. In the event Seller Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to the provisions of this Agreement), Buyer mayObligations requiring payment, in addition to 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 and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform event within five (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (105) Business Days following the of receipt of written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the demand for payment or performance of such Seller Guaranteed Obligation in accordance with the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreementfrom Seller. Seller may enforce Parent’s obligations under this Section 4.11(a) shall survive 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 Closingmatters 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) Whenever Parent agrees that its obligations hereunder shall not be released or discharged, in this Agreement whole or in part, or otherwise affected by (i) the performance existence of any claim, set-off or compliance other right which Parent may have at any time against Buyer, whether in connection with a covenant the Obligations or obligation set forth 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 this Agreement the corporate existence, structure or ownership of Buyer; (v) the “Buyer Guaranteed adequacy of any other means Seller may have of obtaining payment of any of the Obligations”; or (vi) is expressed to be required by Buyer any change in the time, place or its Affiliatesmanner of payment of any of the Obligations or any rescission, Buyer Parent shall cause Buyer and its Affiliates to punctually perform waiver, compromise, consolidation or comply with such Buyer Guaranteed Obligation. Subject to other amendment or modification of any of the terms or provisions of this Agreement. Parent waives promptness, if diligence, notice of the acceptance of this guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind, any right to require the marshalling of assets of Buyer, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect and all suretyship defenses generally. (c) Seller shall not be obligated to file any claim relating to the Obligations in the event that Buyer Guaranteed Obligation is not performed by Buyer or its Affiliates when due, Buyer Parent shall (becomes subject to a reorganization, bankruptcy or similar proceeding, and the provisions of this Agreement), within ten (10) Business Days following the written request failure 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 so file shall not in the nature of a payment obligation, to the extent due but not already paid or performedaffect Parent’s obligations. In the event Buyer Parent fails to so pay or perform (or cause such that any 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 an Obligation is rescinded or must otherwise be returned, and is returned, to Buyer in connection with any such failure proceeding, Parent shall remain liable hereunder with respect to so pay or perform (or cause its Obligations as if 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, or both (at the election of Seller) in respect of all Buyer Guaranteed Obligations that have had 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the Closingmade.

Parent Guarantee. (a) Whenever in Parent hereby irrevocably and unconditionally guarantees the full and prompt payment and performance of all of Buyer’s obligations and liabilities under this Agreement and the performance of or compliance Assignment and Assumption Agreement executed in connection with a covenant or obligation set forth in this Agreement the Closing (collectively, the “Seller Guaranteed Obligations”) is expressed to be required by Seller or its Affiliates, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to the provisions of this Agreement, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates when due, Seller Parent shall (subject to the provisions of this Agreement), within ten (10) Business Days following the written request of Buyer when such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay or cause Seller or its Affiliates to pay in full in cash any of such Seller Guaranteed Obligation that is in the nature of a payment obligation, and (ii) perform or cause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performed. In the event Seller any of the Guaranteed Obligations shall not have been paid when due and payable or performed when required to be performed, Parent fails to so shall pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject immediately after a demand therefor from Seller. Parent shall also be liable for the reasonable attorneys’ fees and expenses of Seller’s external counsel incurred in any effort to collect or enforce any of the provisions of this Agreement), Buyer may, Guaranteed Obligations. The guarantee contained in addition to any and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the payment or performance of such Seller Guaranteed Obligation in accordance with the provisions of this Agreement, and (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. 11.20 (b) Whenever in this Agreement the performance of or compliance with a covenant or obligation set forth in this Agreement (the “Buyer Guaranteed ObligationsGuarantee”) is expressed a guarantee of payment and performance, and not of collection, and Seller is not required to be required by proceed first against Buyer or its Affiliates, Buyer any other Person before resorting to Parent shall cause Buyer and its Affiliates to punctually perform or comply with such Buyer Guaranteed Obligation. Subject to the provisions of for payment under 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 performedGuarantee. In the event Buyer Parent fails to so pay or perform (or cause such that any 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, or both (at the election of Seller) in respect of all Buyer Guaranteed Obligations that have not then been paid is rescinded 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 must be returned, Parent shall remain liable under this Guarantee in respect of such Guaranteed Obligations as if such payment had not been made. Parent hereby waives any circumstance that might constitute a legal or equitable discharge of a surety or guarantor, including but not limited to: (a) notice of acceptance of this Guarantee; (b) presentment and demand concerning the liabilities of Parent; (c) notice of any dishonor or default by, or disputes with, Buyer; and (d) any right to require that any action or proceeding be brought against Buyer or any other Person, or to require that Seller seek enforcement of any performance against Buyer or any other Person, prior to any action against Parent under the terms of this Guarantee. Parent hereby consents to the renewal, compromise, extension, acceleration, or other modification of the terms of the Guaranteed Obligation until Obligations requested or agreed to in writing by Buyer, and to any change, modification or waiver of the earlier terms of Guaranteed Obligations requested or agreed in writing by Buyer, without in any way releasing or discharging Parent from its obligations under this Guarantee. Parent further waives all defenses arising from (xi) the bankruptcy, insolvency, dissolution, or liquidation of Buyer and (ii) the lack of power and authority on the part of Buyer to enter into this Agreement and the Assignment and Assumption Agreement executed in connection with the Closing. No failure on the part of Seller to exercise, and no delay in exercising, any right, remedy or power under this Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any right, remedy or power under this Guarantee preclude any other or future exercise of any right, remedy or power. This Guarantee shall remain in full force and effect and shall be binding on Parent and its successors and assigns until all of the Guaranteed Obligations have been indefeasibly satisfied in full. Upon payment by Parent of the Guaranteed Obligations, so long as none of the Guaranteed Obligations then due and payable remain unpaid or performance are in breach, Parent shall be subrogated to the rights of Seller against Buyer with respect to such Buyer Guaranteed Obligation Obligations. Notice under this Guarantee shall be given to Parent at Buyer’s address in accordance with the provisions of this AgreementSection 11.2. Parent may not (1) assign its rights, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction benefits or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(bGuarantee or (2) amend or modify any provision of this Guarantee, in each case without the prior written consent of Seller. This Guarantee shall survive inure to the Closing.benefit of Seller, its successors and assigns. The provisions of Sections 4.1, 4.2, 4.3, 4.6, 11.4, 11.6, 11.8, 11.9, 11.10, 11.14 through (and including) 11.19 shall be deemed to apply to this Guarantee mutatis mutandis as if fully set forth herein. [Signature Page Follows]

Parent Guarantee. (a) Whenever Parent Guarantor hereby guarantees the 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 this Agreement the performance of any such payment obligations, then Parent Guarantor shall perform or compliance 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 in accordance with a covenant or obligation the applicable provisions of this Agreement; provided, however, that Seller shall not be required to initiate legal proceedings against Buyer prior to proceeding against Parent Guarantor under this Section 13.15. The guarantee set forth in this Agreement (Section 13.15 shall survive the “Seller Guaranteed Obligations”) is expressed to Closing and shall expire and be required by Seller of no further force or its Affiliates, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to effect at the provisions close of this Agreement, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates when due, Seller Parent shall (subject to Business on the provisions of this Agreement), within ten (10) third Business Days following the written request of Buyer when such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, Day after: (i) pay or cause Seller or its Affiliates the Determination Date, if the Buyer has no obligation to pay in full in cash any of such an amount to the Seller Guaranteed Obligation that is in the nature of a payment obligationunder Section 2.3(e), and or (ii) perform or cause if the Buyer has an obligation to pay an amount to the Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performed. In the event Seller Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to the provisions of this AgreementEscrow Agent under Section 2.3(e), Buyer may, in addition to any and all other rights and remedies that may be available to Buyer in respect of the date on which such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyeramount(s) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the payment or performance of such Seller Guaranteed Obligation in accordance with the provisions of this Agreement, and (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 Closingpaid. (b) Whenever in this Agreement the performance of or compliance with a covenant or obligation set forth in this Agreement (the “Buyer Guaranteed Obligations”) is expressed to be required by Buyer or its Affiliates, Buyer The Parent shall cause Buyer Guarantor represents and 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, warrants as follows: (i) pay or cause Buyer or its Affiliates to pay in full in cash any of such Buyer Guaranteed Obligation that Parent Guarantor is a U.S. operating entity and issues debt publicly in the nature of a payment obligation, and United States. (ii) perform or cause Buyer or Parent Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its Affiliates incorporation. (iii) Parent Guarantor has full corporate power and authority to execute and deliver this Agreement and to perform any its obligation hereunder. (iv) The execution and delivery by Parent Guarantor of such Buyer Guaranteed Obligation that is not in this Agreement and the nature performance by Parent Guarantor of a payment obligation, its obligations hereunder have been duly approved by all requisite corporate action of Parent Guarantor. (v) Except to the extent due but not already paid or performed. In enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting 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 enforceability of creditors’ rights generally and except to the provisions extent enforcement of this Agreement), Seller may, in addition to any and all other rights and remedies that may be available to Seller in respect limited by general equitable principles this Agreement constitutes the valid and legally binding obligation of such failure to so pay or perform (or cause such payment or performance by Buyer or its Affiliates)Parent Guarantor, thereafter initiate a proceeding to pursue any rights available thereto enforceable against Buyer or its Affiliates, or Buyer Parent, or both (at the election of Seller) in respect of all Buyer Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Seller contemplated by the preceding sentence. Seller may continue to 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 Parent Guarantor in accordance with the provisions terms of this Agreement, . The Parties have executed and delivered this Share Purchase Agreement as of the date first written above. ATD ACQUISITION CO. V INC. By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: 1278104 ALBERTA INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President TRIWEST TRADING (yCANADA) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreementLTD. Buyer Parent’s obligations under this 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 4.11(b) shall survive the Closing.13.15 hereof: PARENT GUARANTOR By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Title:

Parent Guarantee. Centennial Cellular Operating Co. LLC, a Delaware limited liability company (a“Parent Guarantor”), irrevocably and unconditionally guarantees (the “Parent Guarantee”) Whenever in this Agreement to Buyer and its successors and assigns, the performance prompt and complete payment when due of or compliance with a covenant or obligation set forth in all financial obligations of Seller to Buyer under this Agreement (the “Seller Guaranteed Obligations”) is expressed ), including any indemnification payments that may become due 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 Buyer under this Agreement, if . If any Seller Guaranteed Obligation is shall not performed by Seller or its Affiliates be paid when due, Seller Parent Guarantor shall (subject become liable to Buyer for such obligation and Buyer may recover from Parent Guarantor the provisions full amount of this Agreement), within ten (10) Business Days following the written request of Buyer when any such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay or cause payable on demand. No provision hereof shall in any manner restrict the rights and remedies of Seller or its Affiliates Buyer under this Agreement and the other documents executed in connection therewith. Parent Guarantor shall be liable to pay in full in cash any of such Seller Guaranteed Obligation that is in the nature of a payment obligation, and (ii) perform or cause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, Buyer under this Agreement only to the extent due but not already paid or performedthat Seller is liable hereunder. In the event Seller Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to the provisions of this Agreement), Buyer may, in addition to any and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) Except if the payment or performance of such the Seller Guaranteed Obligation Obligations in accordance with question is still under a dispute by Seller, Parent Guarantor shall not have the provisions of this Agreement, and (y) the final disposition of such proceeding in right to assert as a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Seller Parent’s defense to its obligations under this Section 4.11(a) Guarantee any defense of any kind or nature that Seller could assert with respect to the payment of the Seller Obligations, whether or not Seller has in fact asserted any such defenses. This Parent Guaranty shall survive the Closing. (b) Whenever in this Agreement the performance of or compliance with a covenant or obligation set forth in this Agreement (the “Buyer Guaranteed Obligations”) is expressed continue to be required effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Seller Obligations is rescinded or must otherwise be restored or returned by Buyer upon the insolvency, bankruptcy, dissolution, liquidation or its Affiliatesreorganization of Seller, Buyer Parent shall cause Buyer and its Affiliates to punctually perform or comply with such Buyer Guaranteed Obligation. Subject to upon or as a result of 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 appointment of a payment obligationreceiver, and (ii) perform intervener or cause Buyer conservator of, 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 trustee 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)similar officer for, Seller may, in addition to or any and all other rights and remedies that may be available to Seller in respect substantial part 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 Affiliatesproperty, or Buyer Parentotherwise, or both (at the election of Seller) in respect of all Buyer Guaranteed Obligations that have as though such payments had 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the Closingmade.

Parent Guarantee. (a) Whenever in this Agreement the performance of or compliance with a covenant or obligation set forth in this Agreement (the “To induce 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 enter into this Agreement, if any Seller Guaranteed Obligation which Agreement is of material benefit to Parent, Parent hereby unconditionally guarantees to Seller, as a primary obligor and not performed by Seller or its Affiliates when duemerely as a surety, Seller Parent shall (subject to the provisions of this Agreement), within ten (10) Business Days following the written request of Buyer when such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay or cause Seller or its Affiliates to pay in prompt and full in cash any of such Seller Guaranteed Obligation that is in the nature of a payment obligation, and (ii) perform or cause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performed. In the event Seller Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to the provisions Buyer of this Agreement), Buyer may, in addition to any and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following 's obligations and liabilities under this Agreement and the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the payment or performance of such Seller Guaranteed Obligation other Transaction Documents in accordance with the provisions terms hereof and thereof ("Parent Guarantee"). Parent hereby 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 same. The unconditional obligation of Parent hereunder will not be affected, impaired or released by any termination or 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 of a guarantor or surety (other than Buyer's full and timely performance). In connection with and to induce Seller and Stockholder to accept this Parent Guarantee and enter into this Agreement, Parent represents and warrants to Seller and Stockholder as follows: (ya) Parent is a corporation duly organized, validly existing and in good standing under the final disposition laws of such proceeding in a finalits state of incorporation and has all requisite corporate power and authority to own, non-appealable order of a court of competent jurisdiction lease and operate its properties and assets and to conduct its business as currently conducted or binding settlement agreement. Seller Parent’s obligations under this Section 4.11(a) shall survive the Closingproposed to be conducted. (b) Whenever in Parent has all requisite power and authority to execute and deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of or compliance with a covenant or obligation set forth in this Agreement (have been duly authorized by all requisite corporate action on the “Buyer Guaranteed Obligations”) is expressed to be required by Buyer or part of Parent. This Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its Affiliatesterms, Buyer Parent shall cause Buyer and 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, except to the extent due but not already paid enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws now or performed. In the event Buyer Parent fails hereafter in effect relating to so pay or perform creditors rights generally, and general principles of equity. (or cause such payment or c) The execution, delivery and performance by Buyer or its Affiliates) such Buyer Guaranteed Obligation (subject to the provisions of this Agreement)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, Seller mayapproval, in addition authorization or exemption from any person or entity, including without limitation any government or governmental agency or instrumentality, (b) will not violate any writ, injunction, decree, order, judgment, law, statute, ordinance, rule or regulation and (c) will not constitute a default or breach under any agreement or commitment to which the Parent is a party or by which it or any and all other rights and remedies that of its properties 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, 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the Closingbound.

Parent Guarantee. Parent Guarantor hereby (ai) Whenever in 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, as primary obligor and not merely as surety, the full and complete performance by Purchaser of the Guaranteed Obligations, and 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 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 returned. Parent Guarantor hereby waives promptness, diligence, presentment, demand of performance, demand of payment, filing of any claim, any right to require any proceeding first against Purchaser, protest, notice of any kind and all demands whatsoever and all suretyship defenses generally in connection with the performance of its covenants, agreements and obligations set forth in this Section 12.17. Notwithstanding the foregoing, to the extent Purchaser is relieved of all or compliance with a covenant or obligation any portion of the Guaranteed Obligations by satisfaction thereof on the terms and subject to the conditions set forth in this Agreement (the “Seller Guaranteed Obligations”) is expressed to be required by Seller or its Affiliates, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to the provisions of this Agreement, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates when due, Seller Parent shall (subject to the provisions of this Agreement), within ten (10) Business Days following the written request of Buyer when such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay or cause Seller or its Affiliates to pay in full in cash any of such Seller Guaranteed Obligation that is in the nature of a payment obligation, and (ii) perform or cause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performed. In the event Seller Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to the provisions of this Agreement), Buyer may, in addition to any and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the payment or performance of such Seller Guaranteed Obligation in accordance agreement with the provisions Seller, Parent Guarantor shall be similarly relieved of this Agreement, and (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 its corresponding obligations under this Section 4.11(a) shall survive 12.17. Parent Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Closing. (b) Whenever in transactions contemplated by this Agreement and that the performance of or compliance with a covenant or obligation waivers 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 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 Section 12.17 are knowingly made in full in cash any contemplation 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, 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the Closingbenefits.

Parent Guarantee. (a) Whenever Parent hereby unconditionally guarantees to Buyer the full and timely payment by Seller of any amount due and payable from Seller to Buyer in this Agreement accordance with the performance terms of or compliance with a covenant or obligation set forth in 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 Guaranteed Payment Obligations”) is expressed ). 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 required by Seller or its Affiliatesperformed, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with all such Seller Guaranteed ObligationPayment Obligations. Subject All payments made by Parent pursuant to the provisions of obligations incurred by it under this Agreement, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates when due, Seller Parent Section 13.4 shall (subject to the provisions of this Agreement), be paid within ten (10) Business Days following the business days after receipt by Parent from Buyer of written request of Buyer when demand for such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay or cause Seller or its Affiliates to pay in full in cash any of such Seller Guaranteed Obligation that is in the nature of a payment obligation, and (ii) perform or cause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performedpayment. In the event Seller that Parent fails to so pay or perform (or cause make such payment or performance by Seller or its Affiliates) within such Seller Guaranteed Obligation (subject to the provisions of this Agreement)time, Buyer may, in addition to any and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform (or cause such payment or performance by Seller or at its Affiliates)option, thereafter initiate a proceeding to pursue any rights available thereto immediately proceed against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the payment or performance of such Seller Guaranteed Obligation in accordance with the provisions of this Agreement, and (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 Parent for the performance of the Seller Payment Obligations or compliance 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 any Seller Payment Obligation, any assumption of any such Seller Payment Obligation by any other party, or any other act or thing which might otherwise operate as a legal or equitable discharge of a guarantor and Parent hereby waives all special suretyship defenses and notice requirements. The obligations, covenants and agreements of Parent hereunder shall not be 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 a covenant any other person. This guarantee shall be binding upon all successors and assigns of Parent (including but not limited to any entity or obligation set forth in this Agreement (the “Buyer Guaranteed Obligations”) is expressed group of entities to be required by Buyer which Parent sells, assigns or transfers all or substantially all of its or its Affiliatessubsidiaries’ assets in one or more related transactions); provided, Buyer however, that no assignment shall release Parent shall cause Buyer and from 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, 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the Closinghereunder.

Parent Guarantee. Parent Guarantor hereby (ai) Whenever in 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, as primary obligor and not merely as surety, the full and complete performance by Acquiror of the Guaranteed Obligations, and 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 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 returned. Parent Guarantor hereby waives promptness, diligence, presentment, demand of performance, demand of payment, filing of any claim, any right to require any proceeding first against Acquiror, protest, notice of any kind and all demands whatsoever and all suretyship defenses generally in connection with the performance of its covenants, agreements and obligations set forth in this Section 12.17. Notwithstanding the foregoing, to the extent Acquiror is relieved of all or compliance with a covenant or obligation any portion of the Guaranteed Obligations by satisfaction thereof on the terms and subject to the conditions set forth in this Agreement (the “Seller Guaranteed Obligations”) is expressed to be required by Seller or its Affiliates, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to the provisions of this Agreement, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates when due, Seller Parent shall (subject to the provisions of this Agreement), within ten (10) Business Days following the written request of Buyer when such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay or cause Seller or its Affiliates to pay in full in cash any of such Seller Guaranteed Obligation that is in the nature of a payment obligation, and (ii) perform or cause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performed. In the event Seller Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to the provisions of this Agreement), Buyer may, in addition to any and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the payment or performance of such Seller Guaranteed Obligation in accordance agreement with the provisions Seller, Parent Guarantor shall be similarly relieved of this Agreement, and (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 its corresponding obligations under this Section 4.11(a) shall survive 12.17. Parent Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Closing. (b) Whenever in transactions contemplated by this Agreement and that the performance of or compliance with a covenant or obligation waivers 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 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 Section 12.17 are knowingly made in full in cash any contemplation 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 performedbenefits. 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, 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the Closing.[Signature pages follow]

Parent Guarantee. (a) Whenever in In order to induce the Company to enter into this Agreement Agreement, the performance of or compliance with a covenant or obligation set forth in this Agreement Guarantor hereby absolutely, unconditionally and irrevocably guarantees (the “Seller Guarantee”) to the Company the full and punctual payment of all amounts that are or may become due and payable by Parent and Merger Sub hereunder, including the payment of any damages if applicable (collectively, the “Guaranteed Obligations”) is expressed ). If Parent or Merger Sub shall fail 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 Obligations pursuant to the provisions terms and conditions of this Agreement, if the Guarantor shall be obligated to pay such amounts as and when the same become due and payable and perform or cause to be performed such obligations of Parent or Merger Sub, as applicable, in accordance with such terms and conditions. This Guarantee is intended to constitute a guarantee of payment and performance and not merely a guarantee of collection and shall not be conditioned upon the pursuit of any Seller remedies against Parent or Merger Sub. If Guarantor fails to fully pay any Guaranteed Obligation is not performed by Seller or its Affiliates Obligations when due, Seller Parent it shall also pay any reasonable out-of-pocket fees, costs and expenses incurred by the Company in connection with enforcing this Section 9.14 (subject including by Action), together with interest on such unpaid amount, at a rate per annum, compounded monthly, equal to the provisions rate of this Agreement), within ten interest published in The Wall Street Journal as of the prime lending rate plus two percent (102.00%) Business Days following per annum from the written request of Buyer when date such Seller Guaranteed Obligation is amount was required to be performed pursuant paid to this Agreement, (i) pay or cause Seller or its Affiliates to pay in full in cash any of such Seller Guaranteed Obligation that is in the nature of a payment obligation, and (ii) perform or cause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performed. In the event Seller Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to the provisions of this Agreement), Buyer may, in addition to any and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (xexcluding) the payment or performance of such Seller Guaranteed Obligation in accordance with the provisions of this Agreement, and (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 Closingdate. (b) Whenever The obligations of the Guarantor pursuant to this Section 9.14 shall be unconditional and absolute, shall remain in full force and effect until such time as all Guaranteed Obligations have been paid in full. Notwithstanding anything to the contrary contained in this Agreement Agreement, in the performance event that any payment to the Company in respect of any Guaranteed Obligation is rescinded or compliance must otherwise be returned for any reason whatsoever, this Section 9.14 shall continue to be effective or be reinstated pursuant to the terms hereof, as the case may be, and the Guarantor shall remain liable hereunder with a covenant respect to the Guaranteed Obligations as if such payment had not been made. (c) The obligations of the Guarantor pursuant to this Section 9.14 shall not be released, discharged, assigned or obligation in any way affected by: (i) any failure, omission or delay on the part of the Company to comply with any term of this Agreement, or any acceleration, extension, renewal, settlement, compromise, waiver or release in any respect of any Guaranteed Obligation, by operation of law or otherwise; (ii) any waiver, amendment or supplement of any term of this Agreement, or the invalidity or unenforceability, in whole or in part, of this Agreement; (iii) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, assignment for the benefit of creditors, receivership, liquidation or similar proceedings with respect to the Guarantor or Parent or Merger Sub; (iv) any merger or consolidation of the Guarantor or Parent or Merger Sub into or with any other Person, or the sale, lease or transfer of any of the assets of the Guarantor or Parent or Merger Sub to any other Person; (v) any change in ownership of any shares of capital stock of the Guarantor or Parent or Merger Sub, any change in corporate relationship between the Guarantor and Parent or Merger Sub, or any termination of such relationship; (vi) the existence of any claim, set-off or other right that the Guarantor may have at any time against the Company, whether in connection with the Guaranteed Obligations or otherwise; or (vii) the adequacy of any other means that the Company may have of obtaining payment of the Guaranteed Obligations. The Guarantor reserves the right to assert defenses that Parent or Merger Sub may have to payment of the Guaranteed Obligations, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub. (d) The Guarantor irrevocably waives, to the full extent permitted by applicable Law, (i) notice of the incurrence of any of the Guaranteed Obligations or of any breach or default by Parent or Merger Sub with respect to any of the Guaranteed Obligations or any other notice that may be required by statute, rule of law or otherwise to preserve any of the rights of the Company against the Guarantor; (ii) presentment to and demand of payment from the Guarantor or Parent or Merger Sub with respect to any Guaranteed Obligation; and (iii) any and all rights or defenses arising by reason of any applicable Law that would otherwise require any election of remedies by the Company. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Agreement Section 9.14 are knowingly made in contemplation of such benefits. (e) Guarantor hereby makes the “Buyer Guaranteed Obligations”representations and warranties set forth in Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.6, Section 4.10 and Section 4.11, with respect to itself, mutatis mutandis. (f) is expressed to be required by Buyer or its Affiliates, Buyer Parent shall cause Buyer and its Affiliates to punctually perform or comply with such Buyer Guaranteed Obligation. Subject These provisions have been provided as a further material inducement to the provisions Company to enter into the Transactions, and are in addition to and not lieu of, nor shall they in any respect be deemed to limit, the rights and remedies available to them with respect to any breach or termination 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, 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the Closing.

Parent Guarantee. (a) Whenever in In order to induce the Agents and the Lenders to enter into this Agreement the performance of or compliance with a covenant or obligation set forth in this Agreement and to extend credit hereunder, Intelsat ▇▇▇▇▇▇▇ and Intelsat Bermuda (together the “Seller Guaranteed ObligationsParent Guarantors”) is expressed to be required by Seller or its Affiliates, Seller hereby agree with the Lenders as follows: Parent shall cause Seller Guarantors hereby unconditionally and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to irrevocably guarantee as primary obligors and not merely as surety the provisions of this Agreement, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates full and prompt payment when due, Seller Parent shall (subject whether upon maturity, acceleration or otherwise, of any and all of the Obligations of the Borrower to the provisions Lenders. If any or all of this Agreement)the Obligations of the Borrower to the Lenders becomes due and payable hereunder, within ten (10) Business Days following Parent Guarantors irrevocably and unconditionally promise to pay such indebtedness to the written request Lenders, or order, on demand, together with any and all expenses which may be incurred by the Lenders in collecting any of Buyer when such Seller Guaranteed Obligation the Obligations. This Parent Guarantee is required to be performed pursuant to this Agreement, a guaranty of payment and not of collection. If claim is ever made upon any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) pay any judgment, decree or cause Seller order of any court or its Affiliates to pay in full in cash administrative body having jurisdiction over such payee or any of such Seller Guaranteed Obligation that is in the nature of a payment obligation, and its property or (ii) perform any settlement or cause Seller compromise of any such claim effected in good faith by such payee with any such claimant (including the Borrower), then and in such event Parent Guarantors agree that any such judgment, decree, order, settlement or its Affiliates to perform compromise shall be binding upon it, notwithstanding any revocation of such Seller Guaranteed Obligation that is not in this Parent Guarantee or other instrument evidencing any liability of the nature of a payment obligationBorrower, and Parent Guarantors shall be and remain liable to the extent due but not already paid aforesaid payees hereunder for the amount so repaid 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 recovered to the provisions of this Agreement), Buyer may, in addition to same extent as if such amount had never originally been received by any and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the payment or performance of such Seller Guaranteed Obligation in accordance with the provisions of this Agreement, and (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 Closingpayee. (b) Whenever in this Agreement the performance of or compliance with a covenant or obligation set forth in this Agreement (the “Buyer Guaranteed Obligations”) is expressed to be required by Buyer or its Affiliates, Buyer Parent shall cause Buyer and 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, 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the Closing.

Parent Guarantee. (a) Whenever in this Agreement Parent hereby unconditionally and irrevocably guarantees to each of the Sellers, as primary obligor and not merely as surety, the performance of, and compliance with, all obligations, covenants, warranties and undertakings of or compliance with a covenant or obligation set forth Buyer contained in this Agreement (the “Seller Guaranteed Obligations”i) is expressed which are to be required by Seller completed prior to or its Affiliates, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to at the provisions of this Agreement, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates when due, Seller Parent shall (subject to the provisions of this Agreement), within ten (10) Business Days following the written request of Buyer when such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay or cause Seller or its Affiliates to pay in full in cash any of such Seller Guaranteed Obligation that is in the nature of a payment obligationClosing, and (ii) perform with respect to Buyer’s obligations under Section 2.7(b) (the “Guaranty”). To the extent that Buyer fails to pay or cause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performed. In the event Seller Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to the provisions of this Agreement), Buyer may, in addition to any and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the payment or performance of such Seller Guaranteed Obligation in accordance with the provisions of this Agreement, and (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) Agreement when due, Parent shall survive promptly pay to the ClosingSellers the amount due with respect to such Sellers or otherwise perform such obligation without any demand or notice whatsoever. Parent hereby waives promptness, diligence, demand, protest and notice as to the obligations and covenants guaranteed hereby and acceptance of this Guaranty, the right to require the Sellers to exhaust remedies against any other Person and waives any other circumstance which might otherwise constitute a defense available to, or a discharge of, Parent as a guarantor. Parent hereby waives all claims of waiver, release, surrender, abstraction or compromise and all set-offs, counterclaims, cross-claims, recoupments or other defenses that it may have against the Sellers. Parent agrees to pay the costs and expenses in connection with the enforcement of this Guaranty. This Guaranty shall constitute a guarantee of payment and not of collection. (b) Whenever The obligations of Parent hereunder are unconditional and irrevocable and will not be discharged by: (i) any modification of, or amendment or supplement to, this Agreement; (ii) any furnishing or acceptance of security or any exchange or release of any security; (iii) any waiver, consent or other action or inaction or any exercise or non-exercise of any right, remedy or power with respect to Buyer or any change in the structure of Buyer; (iv) any insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution, or similar proceedings with respect to Buyer; or (v) any other occurrence whatsoever, except performance in full of all obligations of Buyer in accordance with the terms and conditions of this Agreement Agreement. (c) This Guaranty shall: (i) be binding upon Parent, its successors and assigns; (ii) inure to the benefit of, and be enforceable by, each Seller and its successors and assigns; and (iii) remain in full force and effect until the performance in full of or compliance with a covenant or obligation all obligations of Buyer and Parents 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 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, clauses (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 AgreementSection 12.16(a), 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, 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the Closing.

Parent Guarantee. (a) Whenever Parent Guarantor hereby guarantees the 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 this Agreement the performance of or compliance 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 in accordance with a covenant or obligation the applicable provisions of this Agreement; provided, however, that the Sellers shall not be required to initiate legal proceedings against Buyer prior to proceeding against Parent Guarantor under this Section 13.15. The guarantee set forth in this Agreement (Section 13.15 shall survive the “Seller Guaranteed Obligations”) is expressed to Closing and shall expire and be required by Seller of no further force or its Affiliates, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to effect at the provisions close of this Agreement, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates when due, Seller Parent shall (subject to Business on the provisions of this Agreement), within ten (10) third Business Days following the written request of Buyer when such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, Day after: (i) pay or cause Seller or its Affiliates the Determination Date, if the Buyer has no obligation to pay in full in cash any of such Seller Guaranteed Obligation that is in an amount to the nature of a payment obligation, and Sellers under Section 2.3(e); or (ii) perform or cause Seller or its Affiliates if the Buyer has an obligation to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, pay an amount to the extent due but not already paid Sellers 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 AgreementEscrow Agent under Section 2.3(e), Buyer may, in addition to any and all other rights and remedies that may be available to Buyer in respect of the date on which such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyeramount(s) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the payment or performance of such Seller Guaranteed Obligation in accordance with the provisions of this Agreement, and (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 Closingpaid. (b) Whenever in this Agreement the performance of or compliance with a covenant or obligation set forth in this Agreement (the “Buyer Guaranteed Obligations”) is expressed to be required by Buyer or its Affiliates, Buyer The Parent shall cause Buyer Guarantor represents and 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, warrants as follows: (i) pay or cause Buyer or its Affiliates to pay in full in cash any of such Buyer Guaranteed Obligation that Parent Guarantor is a U.S. operating entity and issues debt publicly in the nature of a payment obligation, and United States. (ii) perform or cause Buyer or Parent Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its Affiliates incorporation. (iii) Parent Guarantor has full corporate power and authority to execute and deliver this Agreement and to perform any its obligation hereunder. (iv) The execution and delivery by Parent Guarantor of such Buyer Guaranteed Obligation that is not in this Agreement and the nature performance by Parent Guarantor of a payment obligation, its obligations hereunder have been duly approved by all requisite corporate action of Parent Guarantor. (v) Except to the extent due but not already paid or performed. In enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting 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 enforceability of creditors’ rights generally and except to the provisions extent enforcement of this Agreement), Seller may, in addition to any and all other rights and remedies that may be available to Seller in respect limited by general equitable principles this Agreement constitutes the valid and legally binding obligation of such failure to so pay or perform (or cause such payment or performance by Buyer or its Affiliates)Parent Guarantor, thereafter initiate a proceeding to pursue any rights available thereto enforceable against Buyer or its Affiliates, or Buyer Parent, or both (at the election of Seller) in respect of all Buyer Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Seller contemplated by the preceding sentence. Seller may continue to 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 Parent Guarantor in accordance with the provisions terms of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the Closing.

Parent Guarantee. Parent hereby irrevocably, absolutely, fully and unconditionally guarantees (athe “Parent Guarantee”) Whenever to the Buyers and their respective successors and permitted assigns the prompt and complete payment when and as due of all 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 Parent Guarantee, and Buyers’ right of recovery under this Parent Guarantee, is limited to a total aggregate amount equal to the Cap, which shall be inclusive of any reasonable expenses of the Buyers of endeavoring to collect such amount or any part thereof and of enforcing this Parent Guarantee (including reasonable attorney fees and court costs); provided, however, that such expenses shall be payable by Parent only to the extent that a Buyer is successful in enforcing payment of the applicable Guaranteed Obligation under this Parent Guarantee. This Parent Guarantee shall expire on the date that is fifteen (15) months after the Closing Date, and Parent will not be liable hereunder for the Guaranteed Obligations 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 performance 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 compliance with a covenant failure by the Seller to make payment of the Guaranteed Obligations when due under this Agreement or obligation the Transaction Documents (after any grace period therefor set forth in this Agreement (or the “Seller Guaranteed Obligations”) is expressed to be required by Seller or its Affiliates, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to the provisions of this Agreement, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates when due, Seller Parent shall (subject to the provisions of this AgreementTransaction Documents), within 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 default or failure, for a period of ten (10) Business Days following days, Parent will have the written request option of Buyer when such curing any default or failure by the Seller Guaranteed Obligation that is required to be performed pursuant to this Agreement, (i) pay curable. If the default or cause failure by the Seller or its Affiliates to pay in full in cash any has not been cured by the end of such Seller Guaranteed Obligation that is in the nature of a payment obligation, and (ii) perform or cause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performed. In the event Seller Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to the provisions of this Agreement), Buyer may, in addition to any and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) day period, Parent shall immediately make the payment or performance due under this Parent Guarantee to the applicable Buyer by wire transfer of immediately available funds to the account specified by such Seller Guaranteed Obligation Buyer. Parent agrees that the Parent Guarantee is a primary obligation of Parent and that the Buyers may enforce the Parent Guarantee in accordance with the provisions terms of this AgreementSection 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 that any action be brought against the Seller, or that Buyers be required to enforce, attempt to enforce or exhaust any such rights or remedies against the Seller. This is a guarantee of payment when and as due and not merely of collection. Parent agrees that this Parent Guarantee shall not be discharged except by the complete and irrevocable performance of all Guaranteed Obligations up to the Cap. Parent hereby expressly waives presentment, protest, and (y) notice of protest or dishonor of any of the final disposition of such proceeding in a finalGuaranteed Obligations hereby guaranteed, non-appealable order of a court of competent jurisdiction or binding settlement agreementexcept as specifically provided for herein. Seller Without limiting Parent’s obligations under this Section 4.11(a) shall survive own defenses and rights hereunder, Parent reserves to itself all rights, setoffs, counterclaims and other defenses that the Closing. (b) Whenever in this Agreement Seller may have to payment of all or any portion of the performance Guaranteed Obligations except any legal or equitable discharge or defense arising from bankruptcy, insolvency, dissolution or liquidation of the Seller or compliance with a covenant Parent. Upon payment of all of the Guaranteed Obligations owing to the Buyers or obligation set forth in this Agreement (payment up to the “Buyer Guaranteed Obligations”) is expressed to be required by Buyer or its AffiliatesCap, Buyer Parent shall cause Buyer and its Affiliates to punctually perform or comply with such Buyer Guaranteed Obligation. Subject be subrogated to the provisions rights of this AgreementBuyers against the Seller, if any Buyer Guaranteed Obligation is not performed by Buyer or its Affiliates when dueand the Buyers agree to take, Buyer Parent at Parent’s sole cost and expense (which shall (subject to be disregarded for purposes of the provisions of this AgreementCap), within ten (10) Business Days following the written such reasonable steps as Parent may reasonably request of Seller when to implement 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, 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the Closingsubrogation.

Parent Guarantee. The Parent Guarantor will fully and unconditionally guarantee on an unsecured and junior subordinated basis the full and prompt payment of principal of, premium, if any, and interest on the notes, when and as the same become due and payable (a) Whenever other than during an Optional Deferral Period), whether at stated maturity, upon redemption, by declaration of acceleration or otherwise. The Parent Guarantor’s obligations under the Guarantee will, to the extent provided in this Agreement the performance indenture, be subordinated to the prior payment in full of all present and future senior indebtedness of the Parent Guarantor, as defined below. The Parent Guarantor’s obligations under the Guarantee will rank senior in right of payment to all of its present and future equity securities, including its common units. The holders of the 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 compliance 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 covenant bankruptcy, receivership or obligation set forth similar proceeding relating to the Parent Guarantor or its property. In these circumstances, until the Parent Guarantor’s senior indebtedness is paid in this Agreement 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 such holders may receive units representing limited partner interests and any debt securities that are subordinated to senior indebtedness to at least the same extent as the Guarantee. If the Parent Guarantor does not pay any principal, 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 the maturity of such senior indebtedness is accelerated in accordance with its 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 the 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, 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 “Seller Guaranteed Obligations”) is expressed 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 required terminated before its expiration: • by Seller written notice from the person or its Affiliates, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to persons who gave the provisions of this Agreement, if any Seller Guaranteed Obligation is not performed Blockage Notice; • by Seller or its Affiliates when due, Seller Parent shall (subject to the provisions of this Agreement), within ten (10) Business Days following the written request of Buyer when such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay or cause Seller or its Affiliates to pay repayment in full in cash any of such Seller Guaranteed Obligation that is in the nature of a payment obligation, and (ii) perform senior indebtedness with respect to which the Blockage Notice was given; or cause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in • if the nature of a payment obligation, default giving rise to the extent due but not already paid or performedPayment Blockage Period is no longer continuing. In Unless the event Seller holders of the designated senior indebtedness shall have accelerated the maturity of the senior indebtedness, the Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to Guarantor may resume making payments under the provisions of this Agreement), Buyer may, in addition to any and all other rights and remedies that may be available to Buyer Guarantee in respect of such failure to so pay 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 perform (or cause such payment or performance by Seller or its Affiliates)more Payment Blockage Periods are in effect, thereafter initiate a proceeding to pursue however, may not exceed an aggregate of 179 days during any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election period of Buyer) 360 consecutive days. After all senior indebtedness is paid in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights full and remedies in respect of such Seller Guaranteed Obligation until the earlier notes are paid in full, holders of (x) the payment or performance of such Seller Guaranteed Obligation in accordance with the provisions of this Agreement, and (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 the performance of or compliance with a covenant or obligation set forth in this Agreement (the “Buyer Guaranteed Obligations”) is expressed to notes will be required by Buyer or its Affiliates, Buyer Parent shall cause Buyer and its Affiliates to punctually perform or comply with such Buyer Guaranteed Obligation. Subject subrogated to the provisions rights of this Agreementholders of senior indebtedness to receive distributions applicable to senior indebtedness. By reason of the subordination, 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 event of a payment obligationthe Parent Guarantor’s insolvency, and (ii) perform or cause Buyer or its Affiliates to perform any creditors who are holders of such Buyer Guaranteed Obligation that is not in senior indebtedness, as well as certain of its general creditors, may recover more, ratably, than the nature holders of a payment obligation, to the extent due but not already paid or performed. In notes will recover under 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, 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the ClosingGuarantee.

Parent Guarantee. (a) Whenever In consideration of the substantial direct and indirect benefits derived by Parent from the transactions contemplated in this Agreement the performance of or compliance with a covenant or obligation set forth in this Agreement (the “Seller Guaranteed Obligations”) is expressed to be required by Seller or its Affiliates, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to the provisions of this Agreement, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates when due, Seller Parent shall (subject to the provisions of this Agreement), within ten (10) Business Days following the written request of Buyer when such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay or cause Seller or its Affiliates to pay in full in cash any of such Seller Guaranteed Obligation that is in the nature of a payment obligation, and (ii) perform or cause Seller or its Affiliates to perform any of such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performed. In the event Seller Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to the provisions of this Agreement), Buyer may, in addition to any and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following the written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the payment or performance of such Seller Guaranteed Obligation in accordance with the provisions of this Agreement, and (y) in order to induce Buyer to enter into this Agreement and consummate the final disposition transactions contemplated in this Agreement, Parent, as principal obligor and not merely as surety, hereby absolutely, unconditionally and irrevocably guarantees to Buyer and the other Buyer Indemnitees the full and timely performance of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Seller ParentSeller’s obligations under (including all indemnification and payment obligations) incurred in connection with this Section 4.11(aAgreement or any agreement, certificate, instrument or other document required to be delivered hereunder, in each case as the same is now or may hereafter be in effect (collectively, the “Seller Obligations”). Parent acknowledges and agrees that: (a) shall survive the Closing. this guaranty is irrevocable, absolute and unconditional, is a guaranty of performance and not merely of collection and is in no way conditioned or contingent upon any attempt to collect from Seller; and (b) Whenever no extension, increase, modification, amendment, waiver, consent, release or extinguishment of any of the Seller Obligations, or other change in any Seller Obligation, whether by agreement of Buyer and Seller, decree in any bankruptcy proceeding or otherwise, shall affect the continuing validity and enforceability of this Agreement guaranty, and such validity and enforceability shall not be affected by any lack of validity or enforceability of any Seller Obligation as a result of the performance application of any bankruptcy, insolvency, moratorium or other similar Law relating to creditors’ rights and general principles of equity to Seller. Parent hereby waives, for the benefit of Buyer and the other Buyer Indemnitees, to the fullest extent not prohibited by Law, any defenses or benefits that may be derived from or afforded by law that limit the liability of or compliance with a covenant exonerate guarantors or obligation set forth in this Agreement sureties, including those which would otherwise require any election of remedies by Buyer and the other Buyer Indemnitees, and Parent further waives any notice (including notice of acceptance or nonpayment), presentment, demand, performance, protest, suit or other action as the “same pertains to Seller or any of the Seller Obligations, or any right to require Buyer Guaranteed Obligations”) is expressed or any other Buyer Indemnitee to be required proceed against Seller or to exhaust any security held by Buyer or its Affiliates, the other Buyer Parent shall cause Buyer and its Affiliates to punctually perform Indemnitee 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, or both (at other remedy with respect to any of 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreementObligations. Buyer Parent’s may at any time and from time to time without notice to or consent of Parent and without impairing or releasing the obligations of Parent under this Section 4.11(b) shall survive guaranty, agree with Seller to make any change in the Closingterms of the Seller Obligations.

Parent Guarantee. (a) Whenever in Parent hereby absolutely, irrevocably and unconditionally guarantees to Seller the due and punctual payment, performance and discharge of all obligations of Buyer under this Agreement and the performance Closing Agreements (including payment of or compliance with a covenant or obligation set forth in the Final Purchase Price and any damages for breach arising under this Agreement and the Closing Agreements) (collectively, the “Seller Guaranteed Obligations”) ). Without limiting the generality of the foregoing, this guarantee is expressed to be required by Seller or its Affiliatesone of payment, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to the provisions of this Agreement, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates when due, Seller Parent shall (subject to the provisions of this Agreement), within ten (10) Business Days following the written request of Buyer when such Seller Guaranteed Obligation is required to be performed pursuant to this Agreement, (i) pay or cause Seller or its Affiliates to pay in full in cash any of such Seller Guaranteed Obligation that is in the nature of a payment obligationcollection, and (ii) perform a separate action or cause Seller actions may be brought and prosecuted against Parent to enforce this guarantee, irrespective of whether any action is brought against Buyer or its Affiliates 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 such Seller Guaranteed Obligation that is not in the nature of a payment obligation, to the extent due but not already paid or performed. In the event Seller Parent fails to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject to the provisions of this Agreement), Buyer mayObligations requiring payment, in addition to 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 and all other rights and remedies that may be available to Buyer in respect of such failure to so pay or perform event within five (or cause such payment or performance by Seller or its Affiliates), thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller Parent, or both (at the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (105) Business Days following the of receipt of written request of Buyer contemplated by the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until the earlier of (x) the demand for payment or performance of such Seller Guaranteed Obligation in accordance with the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreementfrom Seller. Seller may enforce Parent’s obligations under this Section 4.11(a) shall survive 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 Closingmatters 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) Whenever Parent agrees that its obligations hereunder shall not be released or discharged, in this Agreement the performance of whole or compliance with a covenant in part, or obligation set forth in this Agreement (the “Buyer Guaranteed Obligations”) is expressed to be required otherwise affected by Buyer or its Affiliates, Buyer Parent shall cause Buyer and 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 the existence of any claim, set-off or cause Buyer other right which Parent may have at any time against Buyer, whether in connection with the Obligations 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 otherwise; (ii) perform any insolvency, bankruptcy, reorganization or cause Buyer other similar proceeding affecting Buyer; (iii) the failure of Seller to assert any claim or its Affiliates demand or to perform 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 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, 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the Closing.Obligations; or

Parent Guarantee. Section 1301 Parent Guarantee The Parent hereby unconditionally guarantees to each Holder of a Subsidiary Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Units or the obligations of the Subsidiary Issuer or the Parent hereunder or thereunder, that: (a) Whenever in this Agreement the performance of or compliance with a covenant or obligation set forth in this Agreement (the “Seller Guaranteed Obligations”) is expressed to be required by Seller or its Affiliatesprincipal of, Seller Parent shall cause Seller and its Affiliates to punctually perform or comply with such Seller Guaranteed Obligation. Subject to the provisions of this Agreementpremium, if any Seller Guaranteed Obligation is not performed by Seller or its Affiliates any, and interest on the Subsidiary Notes will be promptly paid in full when due, Seller Parent shall (subject whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, and interest on the Subsidiary Notes, if any, if lawful, and all other obligations of the Subsidiary Issuer to the provisions of this Agreement), within ten (10) Business Days following Holders or the written request of Buyer when such Seller Guaranteed Obligation is required to Trustee hereunder or thereunder will be performed pursuant to this Agreement, (i) pay or cause Seller or its Affiliates to pay promptly paid in full or performed, all in cash accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Subsidiary Notes or any of such Seller Guaranteed Obligation other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Parent shall be obligated to pay the same immediately. The Parent agrees that this Parent Guarantee is a general unsecured senior subordinated obligation of the Parent and it is a guarantee of payment and not a guarantee of collection. The Parent hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Units or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Subsidiary Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Subsidiary Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Parent hereby waives diligence, presentment, demand of payment, filing of claims with a court in the nature event of insolvency or bankruptcy of the Subsidiary Issuer, any right to require a payment obligationproceeding first against the Subsidiary Issuer, protest, notice and (ii) perform or cause Seller or its Affiliates to perform any all demands whatsoever and covenants that this Parent Guarantee shall not be discharged except by complete performance of such Seller Guaranteed Obligation that is not the obligations contained in the nature of a payment obligationSubsidiary Notes, the Units and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Subsidiary Issuer, the Parent, or any custodian, trustee, liquidator or other 105 similar official acting in relation to either the Subsidiary Issuer or the Parent any amount paid by the Subsidiary Issuer or the Parent either to the Trustee or such Holder, this Parent Guarantee, to the extent due but theretofore discharged, shall be reinstated in full force and effect. The Parent agrees that it shall not already paid or performed. In the event Seller Parent fails be entitled to so pay or perform (or cause such payment or performance by Seller or its Affiliates) such Seller Guaranteed Obligation (subject any right of subrogation in relation to the provisions of this Agreement), Buyer may, in addition to any and all other rights and remedies that may be available to Buyer Holders in respect of such failure to so pay or perform (or cause such any obligations guaranteed hereby until payment or performance by Seller or its Affiliates)in full of all obligations guaranteed hereby. The Parent further agrees that, thereafter initiate a proceeding to pursue any rights available thereto against Seller or its Affiliates, or Seller as between the Parent, or both (at on the election of Buyer) in respect of all Seller Guaranteed Obligations that have not then been paid or performed within ten (10) Business Days following one hand, and the written request of Buyer contemplated by Holders and the preceding sentence. Buyer may continue to pursue such rights and remedies in respect of such Seller Guaranteed Obligation until Trustee, on the earlier of other hand, (x) the payment or performance maturity of such Seller Guaranteed Obligation the obligations guaranteed hereby may be accelerated as provided in accordance with Article Five hereof for the provisions purposes of this AgreementParent Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the final disposition event of any declaration of acceleration of such proceeding obligations as provided in a finalArticle Five hereof, non-appealable order of a court of competent jurisdiction such obligations (whether or binding settlement agreement. Seller Parent’s obligations under this Section 4.11(anot due and payable) shall survive forthwith become due and payable by the Closing. (b) Whenever in Parent for the purpose of this Agreement Parent Guarantee. Section 1302 Limitation of Parent's Liability under Parent Guarantee The Parent, and by its acceptance hereof each Holder, hereby confirm that it is the performance intention of all such parties that the Parent Guarantee not constitute a fraudulent transfer or compliance with a covenant conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or obligation set forth in this Agreement (any similar federal or state law. To effectuate the “Buyer Guaranteed Obligations”) is expressed to foregoing intention, the Holders and the Parent hereby irrevocably agree that the obligations of the Parent under the Parent Guarantee will be required by Buyer or its Affiliates, Buyer Parent shall cause Buyer and its Affiliates to punctually perform or comply with such Buyer Guaranteed Obligation. Subject limited to the provisions maximum amount as will, after giving effect to all other contingent and fixed liabilities including, but not limited to, Senior Indebtedness of the Parent, result in the obligations of the Parent under its Parent Guarantee not constituting such a fraudulent conveyance or fraudulent transfer. This Section 1302 is for the benefit of the creditors of the Parent. Section 1303 Subordination of Parent Guarantee The obligations of the Parent under the Parent Guarantee pursuant to this Article Thirteen shall be subordinated in right of payment to the prior payment in full of all the obligations of the Parent under its Senior Indebtedness (including any guarantees constituting Senior Indebtedness and any Designated Senior Indebtedness of the Parent) on the same basis as the Parent Notes are subordinated to the Senior Indebtedness of the Parent. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by the Parent under the Parent Guarantee only at such times as they may receive and/or retain payments in respect of the Parent Notes pursuant to this Indenture, including Article Twelve hereof. Section 1304 Defeasance of this Agreement, if any Buyer Guaranteed Obligation Article Thirteen The subordination of the Parent Guarantee provided by this Article is not performed by Buyer or its Affiliates when due, Buyer Parent shall (expressly made subject to the provisions for defeasance or covenant defeasance in Article Fifteen hereof and, anything herein to the contrary notwithstanding, upon the effectiveness of this Agreement)any such defeasance or covenant defeasance, within ten (10) Business Days following the written request of Seller when such Buyer Guaranteed Obligation is required Subsidiary Notes then outstanding shall thereupon cease to be performed subordinated 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, 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 the provisions of this Agreement, and (y) the final disposition of such proceeding in a final, non-appealable order of a court of competent jurisdiction or binding settlement agreement. Buyer Parent’s obligations under this Section 4.11(b) shall survive the ClosingArticle."