Common use of Continuing Guarantee Clause in Contracts

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all amounts payable under this Limited Guarantee have been indefeasibly paid or satisfied in full. Notwithstanding the earliest to occur foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective TimeTime (as defined in the Merger Agreement), (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties or under circumstances in which neither the Parent and nor Merger Sub would not be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d7.6(c) of the Merger Agreement, and (ivc) ninety (90) days after the first anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub would be obligated or the Guarantor by such first anniversary, and (d) the undersigned’s terminating its obligations with respect to pay the Merger as a result of the modification or waiver, in a manner adverse to Parent Termination Fee under Section 8.06(b) or the Guarantor or the Other Guarantors, of the provisions of the Merger Agreement relating to the Termination Fee, the Acquiror Expenses or pay the Reverse Termination Fee (and the Company hereby agrees that the Guarantor may terminate such obligations as a result of any such modification or waiver). Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other amounts under Sections 8.06(c)proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, 8.06(f) invalid or 6.07(d) unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Guarantor with respect to the transactions contemplated by the Merger Agreement unless other than the Guaranteed Party has initiated a claim or proceeding in accordance with the terms liability of the Merger Agreement for payment Guarantor under this Limited Guarantee (as limited by the provisions of any Section 1), then (i) the obligations of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, Guarantor under this Limited Guarantee shall terminate upon ab initio and be null and void, and (ii) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee following termination is illegal, invalid or unenforceable in accordance with this Section 8its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Company prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to clause (i) in the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the this Limited Guarantee having been paid in full to the Guaranteed Party by the Guarantor (or by any other person, including Parent or Merger Sub, on behalf of the Guarantor), (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections Section 8.06(c), 8.06(f) or 6.07(dSection 6.07(c) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections Section 8.06(c), 8.06(f) or 6.07(dSection 6.07(c) of the Merger Agreement unless the Guaranteed Party has initiated a bona fide written claim or other legal proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th ninetieth (90th) day; provided that if the Guaranteed Party has initiated a written claim or legal proceeding on or before such 90th ninetieth (90th) day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and permitted assigns until the earliest to occur of (i) the full amount all of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the this Limited Guarantee having have been paid indefeasibly paid, observed, performed or satisfied in full by full, at which time this Limited Guarantee shall terminate in its entirety and the GuarantorGuarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under in any circumstances in other than pursuant to which Parent and Merger Sub would not be obligated to pay make a payment of the Parent Merger Sub Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d8.06(f) of the Merger Agreement, (iii) the payment in full of the Obligations, and (iv) the date that is ninety (90) days after any termination of the Merger Agreement in accordance with its terms under in any circumstances in pursuant to which Parent and Merger Sub would be obligated to pay make a payment of the Parent Merger Sub Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d8.06(f) of the Merger Agreement unless Agreement, except as to a claim for payment of any Obligation presented in writing by the Guaranteed Party has initiated a claim to Merger Sub or proceeding in accordance with the terms Guarantor on or prior to the date that is ninety (90) days after such termination of the Merger Agreement (in which case, the date such claim is resolved by a final and non-appealable judicial or arbitral decision or as agreed in writing by the parties hereto or otherwise satisfied), provided, that such claim shall set forth in reasonable detail the basis for payment such claim and the Guarantor shall not be required to pay any claim not submitted on or before the date that is ninety (90) days after such termination of the Merger Agreement. Notwithstanding anything herein to the contrary, in the event that the Guaranteed Party or any of the Obligations on Guaranteed Party Related Persons directly or before such 90th day; provided indirectly asserts in any Action at law or in equity or arbitration that if the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap, the provisions of Section 1 hereof limiting the Guaranteed Party has initiated Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8, Section 9 and Section 18 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in excess of or to a claim greater extent than the Guaranteed Percentage of the Obligations (subject to the Cap), or proceeding on asserts any theory of liability against Merger Sub, the Guarantor or before any Non-Recourse Parties (as defined below) with respect to or in connection with the Transaction Agreements, any other agreement or instrument delivered pursuant to such 90th dayTransaction Agreements, or any of the transactions contemplated hereby or thereby, other than a Retained Claim, then (A) the obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and be null and void, (B) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination Guarantee, it shall be entitled to recover such payments, and (C) neither the Guarantor, nor Merger Sub, nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in accordance equity, whether sounding in contract, tort, statue or otherwise) to the Guaranteed Party, with this Section 8respect to the Transaction Agreements or the transactions contemplated by the Transaction Agreements.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Limited Guarantor, its successors and assigns until the earliest to occur Obligations are satisfied in full. The foregoing notwithstanding, this Limited Guarantee shall terminate and the Limited Guarantor shall have no further obligations under this Limited Guarantee as of the earlier of (i) the full amount Effective Time (but only if Parent’s obligation pursuant to Section 2.2(a) of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the CapMerger Agreement shall have been performed in full) payable under the Limited Guarantee having been paid in full by the Guarantor, and (ii) the Effective Time, (iii) first anniversary of the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and if the Guaranteed Party or under circumstances in which Parent and Merger Sub would Company has not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated presented a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on to Parent and Merger Sub or before any Limited Guarantor by such 90th day; provided first anniversary. Notwithstanding the foregoing, in the event that if the Guaranteed Party has initiated a claim Company or any of its subsidiaries or Controlled Affiliates asserts in any litigation or other proceeding on or before such 90th day, this that the provisions of Section 1 hereof limiting the Limited Guarantee shall terminate upon Guarantor’s liability to the date such claim or proceeding is finally satisfied or otherwise resolved by agreement amount of the parties hereto Cap or pursuant the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Limited Guarantor, the Limited Guarantor Representatives, Parent or the Parent Affiliates with respect to Section 10. The the transactions contemplated by the Merger Agreement other than liability of the Limited Guarantor shall have no further obligations under this Limited Guarantee following termination (as limited by the provisions of Section 1), or if the Company fails to instruct any affiliate that is not a Controlled Affiliate not to make any such assertion prior to such affiliate that is not a Controlled Affiliate actually making such assertion, then (i) the obligations of the Limited Guarantor under this Letter Agreement shall terminate ab initio and be null and void, (ii) if the Limited Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Limited Guarantor nor any of its affiliates shall have any liability to the Company with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee; provided, however, that if the Limited Guarantor asserts in any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with this Section 8its terms, then, to the extent the Company prevails in such litigation or proceeding, the Limited Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Company in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations have been satisfied in full. Notwithstanding the foregoing, this Limited Guarantee will terminate, and be of no further force or effect, immediately following the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the GuarantorClosing, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties thereto or under circumstances in which Parent and Merger Sub would do not be obligated to pay have any unpaid Obligations, (iii) 30 days following the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and or Merger Sub would be obligated to pay have any unpaid Obligations unless a claim for such a payment has been made in writing prior thereto and (iv) the Parent Termination Fee under Section 8.06(bdate that is twelve (12) of months after the Merger Agreement or pay any other amounts under Sections 8.06(c)date hereof. Notwithstanding the foregoing, 8.06(f(1) or 6.07(dthe parties hereto acknowledge and agree that this Limited Guarantee shall not terminate for so long as a claim made in accordance with clause (iii) of above remains unresolved, and (2) in the Merger Agreement unless event that the Guaranteed Party has initiated a claim or any of its controlled Affiliates asserts in any litigation or other proceeding that the provisions of this Limited Guarantee limiting the Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in accordance whole or in part, or asserts any theory of liability against any Non-Recourse Party or, other than its rights to recover from the Guarantor with respect to the terms Obligations, any Guarantor, Parent and/or Merger Sub with respect to the transactions contemplated by the Merger Agreement, then (x) the obligations of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, Guarantor under this Limited Guarantee shall terminate upon ab initio and be null and void, (y) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination in accordance Guarantee, the Guarantor shall be entitled to recover such payment(s) and (z) neither Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Financing or under this Section 8Limited Guarantee.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, his, her or its successors and assigns until the Guaranteed Obligations (subject to the Cap) payable under this Limited Guarantee have been completely, irrevocably and indefeasibly paid in full, at which time this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing or anything else to the contrary herein, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations Closing, (ii) subject to the Cap) payable under the Limited Guarantee having been paid , receipt in full in cash by the GuarantorGuaranteed Party of the payment of the Guaranteed Obligations of Parent, (ii) the Effective Time, and (iii) the termination of the Merger Agreement in accordance with its the terms thereof and, in the case of this clause (iii), any of (w) payment in full of the Parent Termination Fee pursuant to Section 9.5(c) of the Merger Agreement and all amounts payable by mutual consent of Parent and to the Guaranteed Party or pursuant to Section 9.5(d) of the Merger Agreement having been made, (x) as otherwise agreed to in writing by the parties hereto, (y) under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of pursuant to the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) provisions of the Merger Agreement, or (z) one hundred and (iv) ninety (90) twenty days after any have elapsed following such termination of the Merger Agreement Agreement, unless, solely in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) case of this sub clause (z), a claim for payment of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless Guaranteed Obligations is presented in writing by the Guaranteed Party has initiated a claim or proceeding in accordance with to the terms of the Merger Agreement for payment of any of the Obligations Guarantor on or before prior to the last day of such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayone hundred and twenty day period (in which case, this Limited Guarantee shall terminate upon on the date such claim or proceeding is finally satisfied or otherwise (I) resolved by agreement a final, non-appealable order of a court of competent jurisdiction specifically identified in Section 10(b) below, (II) resolved as agreed in writing by the parties hereto or pursuant (III) otherwise satisfied, and, in each case, the Guaranteed Obligations finally determined or agreed to Section 10. The be owed by the Guarantor have been satisfied in full) (provided, that such claim shall set forth in reasonable detail the basis for such claim, and the Guarantor shall have no further obligations under this Limited Guarantee following not be required to pay any claim not submitted to Guarantor on or before the one hundred and twentieth day after such termination in accordance with this Section 8of the Merger Agreement).

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and permitted assigns until the earliest to occur of (i) the full amount all of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Caplimitations described herein) payable under has been satisfied in full. Notwithstanding the foregoing, this Limited Guarantee having been paid in full by shall terminate and the Guarantor, Guarantor shall have no further obligation under this Limited Guarantee as of the earliest of (iia) the Effective Time, (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) (other than a termination of the Merger Agreement or pay any other amounts under for which the Obligation is, in accordance with Sections 8.06(c), 8.06(f9.2(c) or 6.07(dand (f) of the Merger Agreement, due and owing by Parent or where there is otherwise any outstanding Obligation at the time of such termination (such termination, a “Qualifying Termination”)); (c) the payment in full of the Obligations, and (ivd) ninety (90) days the 120th day after any termination of a Qualifying Termination unless prior to the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c)120th day after such Qualifying Termination, 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated shall have commenced a claim legal proceeding against Parent or proceeding in accordance with Merger Sub alleging any Obligation is due and owing or against the terms of Guarantor alleging amounts payable by the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if Guarantor to the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayunder this Limited Guarantee, in which case this Limited Guarantee shall terminate upon the date either (i) a final, non-appealable resolution of such claim and payment of the Obligations, if applicable or proceeding is finally satisfied or otherwise resolved (ii) a written agreement signed by agreement each of the parties hereto terminating this Limited Guarantee. If any payment or pursuant payments made by Parent or Merger Sub or any part thereof in respect of the Obligation, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made. In the event that the Guaranteed Party or any of its controlled Affiliates institutes any suit, action or proceeding or makes any claim (A) asserting that any of the provisions of this Limited Guarantee limiting the Guarantor’s liability under clause (i) of this Section 10. The 1(a) to the Cap are illegal, invalid or unenforceable in whole or in part or that the Guarantor shall have no further obligations is liable in excess of or to a greater extent than the Cap with respect to the Guarantor’s liability under clause (i) of this Section 1(a), or (B) asserts any theory of liability against Non-Recourse Party other than the Retained Claims, then (1) the Obligation of the Guarantor under this Limited Guarantee following termination in accordance shall terminate ab initio and be null and void, (2) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, and (3) neither the Guarantor, Parent, Merger Sub nor any Non-Recourse Party shall have any liability to the Guaranteed Party or any of its Affiliates with this Section 8respect to the transactions contemplated by the Transaction Agreements, the transactions contemplated by the Transaction Agreements or otherwise.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns permitted assignees until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage all of the Obligations (subject to the Cap) payable under the Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances set forth in the Merger Agreement in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of otherwise to make payments pursuant to the Merger Agreement, (iii) the second anniversary of the date hereof; provided, that this Limited Guarantee shall not so terminate as to any claim for which notice has been given to the Guarantor prior to such termination until final resolution of such claim, and (iv) ninety (90) 180 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make payments under Section 8.06(b) 8.5 of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated not presented a claim for payment of any Obligation to the Guarantor by such 180th day; provided, that such claim shall set forth in reasonable detail the basis for such claim. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its affiliates asserts in any litigation or other proceeding on relating to this Limited Guarantee that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap or before such 90th daythat any other provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in excess of or to a greater extent than its Guaranteed Percentage of any Obligation, or asserts any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letters or the transactions contemplated by the Merger Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and shall thereupon be null and void, (ii) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination in accordance Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, and (iii) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its affiliates with respect to the Merger Agreement, the Equity Commitment Letters, the transactions contemplated by the Merger Agreement or under this Section 8Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d3(c), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect effect, and shall continue to be binding on the Guarantor, Guarantor and its successors and or assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing, or anything express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guarantee as of the earliest of: (iia) the Effective Time, if the Closing occurs; (iiib) in the case of a termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties thereto or under in circumstances in which Parent and Merger Sub would not be obligated to pay where the Parent Termination Fee under Section 8.06(b) of pursuant to the Merger Agreement or pay any other amounts under Sections 8.06(c)is not payable, 8.06(f) or 6.07(d) of the Merger Agreement, upon such termination; and (ivc) ninety (90) days after any in the case of a termination of the Merger Agreement in accordance with its terms under circumstances in for which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of pursuant to the Merger Agreement or pay any other amounts under Sections 8.06(c)is payable, 8.06(fthe date falling 120 days after such termination (unless, in the case of clause (c) or 6.07(d) of the Merger Agreement unless above, the Guaranteed Party has initiated previously made a claim or proceeding under this Limited Guarantee prior to such date, in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, which case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor, consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that (i) the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap and limiting the Guaranteed Party’s enforcement hereof to the payment of money only or (ii) the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is finally satisfied or otherwise resolved by agreement liable in respect of the parties hereto Guarantees Obligations in excess of or to a greater extent than the Cap, or asserts any theory of liability against any Non-Recourse Party (as defined in Section 8 hereof) with respect to the Equity Commitment Letter, the Merger Agreement, the Support Agreements or the transactions contemplated thereby, other than Retained Claims (as defined in Section 8 hereof) asserted by the Guaranteed Party against the Guarantor and the Non-Recourse Parties against which such Retained Claims may be asserted pursuant to Section 10. The 8, then: (x) the obligations of the Guarantor shall have no further obligations under or in connection with this Limited Guarantee following termination shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under or in accordance connection with this Section 8Limited Guarantee, it shall be entitled to recover and retain such payments, and (z) neither the Guarantor nor any Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with this Limited Guarantee, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee or the Merger Agreement (including, without limitation, the Equity Commitment Letter), or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Guaranteed Obligations have been indefeasibly paid in full, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its permitted successors, transferees and assigns. Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guarantee as of the earliest to occur of of: (ia) the full amount consummation of the Guarantor’s Guaranteed Closing, if the Closing occurs and the amounts required to in order to fund the Merger Consideration and the other required payments under the Transaction Agreement have been funded; (b) the payment in full of the Guarantor Percentage of the Obligations Guaranteed Obligations; (subject to the Capc) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Transaction Agreement in accordance with its terms by mutual consent of the parties thereto or in circumstances where the Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would is not be obligated to pay the Parent Termination Fee under Section 8.06(b) or any of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, Guaranteed Obligations; and (ivd) ninety the six (906) days month anniversary after any termination the Termination Date (unless, in the case of the Merger Agreement in accordance with its terms under circumstances in which Parent clauses (c) and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b(d) of the Merger Agreement or pay any other amounts under Sections 8.06(c)above, 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding shall have commenced litigation against the Guarantor under and pursuant to this Limited Guarantee prior to such termination, in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, which case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim or proceeding is finally satisfied or otherwise resolved action, either by agreement of the parties hereto judicial determination or pursuant to Section 10an agreement between the Guaranteed Party and the Guarantor and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor, consistent with the terms hereof). The Guarantor shall have no further obligations under Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee following termination or otherwise, in accordance the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in respect of Guaranteed Obligations, in the aggregate, in excess of or to a greater extent than the Cap, or asserts any theory of liability against any Non-Recourse Party (as defined in Section 8 hereof) with respect to this Limited Guarantee, the Equity Commitment Letter, the Other Investors Equity Commitment Letters, the Other Investors Limited Guarantees, the Transaction Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee, the Equity Commitment Letter, the Other Investors Equity Commitment Letters, the Other Investors Limited Guarantees, the Transaction Agreement or the transactions contemplated hereby or thereby, in each case, other than Retained Claims (as defined in Section 88 hereof), then: (i) the obligations of the Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void; (ii) if the Guarantor has previously made any payments under or in connection with this Limited Guarantee, it shall be entitled to recover and retain such payments; and (iii) neither the Guarantor nor any other Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with this Limited Guarantee, the Equity Commitment Letter, the Transaction Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee, the Equity Commitment Letter, the Transaction Agreement or the transactions contemplated hereby or thereby, other than in respect of a Retained Claim described in clause (v) of the definition thereof.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not This guarantee shall be revoked or terminated and shall remain in full force and effect a continuing guarantee and shall be binding as a continuing obligation of the Guarantor. For all purposes of the liability of the Guarantor hereunder including without limitation the calculation of the amount of the Liabilities at any time, every sum of money which is now or which may hereafter from time to time be due or owing to any Creditor by any Debtor (or would have become so due or owing were it not for the insolvency, bankruptcy, reorganization or winding-up of such Debtor) shall be deemed to be and to continue due and owing to such Creditor until the same shall be actually paid in cash to such Creditor, notwithstanding the insolvency, bankruptcy, reorganization or winding-up of such Debtor or any other event whatsoever. The Guarantor agrees that, if at any time all or any part of any payment previously applied by any Creditor to any of the Liabilities is or must be rescinded or returned by such Creditor for any reason whatsoever (including without limitation the insolvency, bankruptcy, reorganization or winding-up of a Debtor), such Liability shall, for the purpose of this guarantee, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by such Creditor, and this guarantee shall continue to be effective or be reinstated, as the case may be, as to such Liability, all as though such application had not been made. No assurance, security or payment which may be rescinded or avoided under any law relating to insolvency, bankruptcy, reorganization or winding-up and no release, settlement, discharge or arrangement which may have been given or made on the faith of any such assurance, security or payment shall prejudice or affect the right of the Creditors to recover from the Guarantor to the full extent of this guarantee as if such assurance, security, payment, release, settlement, discharge or arrangement had never been granted, given or made. Any such release, settlement, discharge or arrangement shall as between the Creditors and the Guarantor, its successors be deemed to have been given or made upon the express condition that it shall become and assigns until be wholly void and of no effect if the earliest to occur assurance, security or payment on the faith of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject which it was made or given shall at any time thereafter be rescinded or avoided as aforesaid, to the Cap) payable under intent so that the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent Creditors shall become and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay entitled at any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days time after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated such recission or avoidance to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement exercise all or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate rights conferred upon the date Creditors hereunder and of all other rights which by virtue and as a consequence of this guarantee the Creditors would have been entitled to exercise but for such claim release, settlement, discharge or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8arrangement.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all amounts payable under this Guarantee have been indefeasibly paid or satisfied in full. Notwithstanding the earliest to occur foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earlier of (i) the full amount of Effective Time (as defined in the Guarantor’s Guaranteed Percentage of the Obligations (subject to the CapMerger Agreement) payable under the Limited Guarantee having been paid in full by the Guarantor, and (ii) the Effective Time, (iii) the termination first anniversary of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub would or the Guarantor by such first anniversary. Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor's liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against any Affiliate (as hereinafter defined) or, other than liability of other than its right to recover from Guarantor for up to the amount of the Obligations (subject to the Cap and the other limitations described herein), Guarantor, Parent or Merger Sub, with respect to the transactions contemplated by the Merger Agreement, then (i) the obligations of the Guarantor under this Guarantee shall terminate ab initio and be obligated null and void, (ii) if the Guarantor has previously made any payments under this Guarantee, it shall be entitled to pay recover such payments, and (iii) neither the Parent Termination Fee under Section 8.06(b) of Guarantor nor any Affiliate shall have any liability to the Company with respect to the transactions contemplated by the Merger Agreement or pay under this Guarantee; provided, however, that if the Guarantor asserts in any litigation or other amounts under Sections 8.06(c)proceeding that this Guarantee is illegal, 8.06(f) invalid or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding unenforceable in accordance with its terms, then, to the terms extent the Company prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Merger Agreement for payment of any of the Obligations on Company in connection with such litigation or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8proceeding.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Guaranteed Obligations have been indefeasibly paid in full. Notwithstanding the foregoing, or anything express or implied in this Guarantee or otherwise, this Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Guarantee as of the earliest to occur of of: (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) if the termination of Closing is consummated and all amounts to be paid by Parent at the Closing pursuant to the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bare so paid; (ii) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the where no Parent Termination Fee under Section 8.06(bor any other amount is payable, (iii) the three (3) month anniversary after the termination of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(fin accordance with its terms and (iv) or 6.07(dthe fifteen (15) month anniversary of the Merger Agreement unless date of this Guarantee (unless, in the case of clauses (iii) and (iv) above, the Guaranteed Party has initiated a claim or proceeding shall have commenced litigation against the Guarantor under and pursuant to this Guarantee prior to such termination, in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, which case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim action and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor, consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Guarantee or otherwise, in the event that the Guaranteed Party or its Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is finally satisfied liable in respect of Guaranteed Obligations in excess of or otherwise resolved to a greater extent than the Cap, or asserts any theory of liability against any Non-Recourse Party (as defined in Section 9 hereof) with respect to this Guarantee, the equity commitment letter by agreement and between Guarantor and Parent, dated as of the parties hereto date hereof (the “Equity Commitment Letter”), the Merger Agreement, any other agreement or instrument delivered in connection with this Guarantee, the Equity Commitment Letter, the Merger Agreement or the transactions contemplated hereby or thereby, in each case, other than Retained Claims (as defined in Section 9 hereof) asserted by the Guaranteed Party against the Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 10. The 9, then: (i) the obligations of the Guarantor under or in connection with this Guarantee shall terminate ab initio and be null and void; (ii) if the Guarantor has previously made any payments under or in connection with this Guarantee, it shall be entitled to recover and retain such payments; and (iii) neither the Guarantor nor any other Non-Recourse Parties shall have no further obligations any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under this Limited Guarantee following termination or in accordance connection with this Section 8Guarantee, the Equity Commitment Letter, the Merger Agreement, any other agreement or instrument delivered in connection with this Guarantee, the Merger Agreement or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)3 hereof, this Limited Guarantee may not be revoked or terminated shall terminate and the Guarantor shall remain have no further Obligation under this Limited Guarantee as of the earlier of (a) the Acceptance Date, (b) the termination of the Acquisition Agreement in circumstances where no Termination Fee is payable, (c) the Obligation payable under this Limited Guarantee has been paid in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, and (iid) the Effective Time, three (iii3) month anniversary of the date of termination of the Merger Acquisition Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated not presented a claim for payment hereunder to the Guarantor by such date. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its subsidiaries or affiliates asserts in any litigation or other proceeding on that the provisions hereof (including, without limitation, Section 1 hereof) limiting the Guarantor’s liability or before such 90th dayany other provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Guarantor Affiliate or Purchaser with respect to the transactions contemplated by the Acquisition Agreement or this Limited Guarantee other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereunder, including Section 1), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and be null and void, (y) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination in accordance Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, and (z) neither the Guarantor nor any Guarantor Affiliates or Purchaser Affiliates shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Acquisition Agreement or under this Section 8Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d3(c), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect effect, and shall continue to be binding on the Guarantor, Guarantor and its successors and or assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing, or anything express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guarantee as of the earliest of: (iia) the Effective Time, if the Closing occurs; (iiib) in the case of a termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties thereto or under in circumstances in which Parent and Merger Sub would not be obligated to pay where the Parent Termination Fee under Section 8.06(b) of or other payments pursuant to the Merger Agreement or pay any other amounts under Sections 8.06(c)are not payable, 8.06(f) or 6.07(d) of the Merger Agreement, upon such termination; and (ivc) ninety (90) days after any in the case of a termination of the Merger Agreement in accordance with its terms under circumstances in for which Parent and Merger Sub would be obligated to pay the Parent Termination Fee or other payments pursuant to the Merger Agreement are payable, the date falling 90 days after such termination (unless, in the case of clause (c) above, the Guaranteed Party has previously made a claim under this Limited Guaranty prior to such date, in which case this Limited Guaranty shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor, consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that (i) the provisions of Section 8.06(b1 hereof limiting the Guarantor’s liability to the Cap and limiting the Guaranteed Party’s enforcement hereof to the payment of money only or (ii) the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in respect of the Guarantees Obligations in excess of or to a greater extent than the Cap, or asserts any theory of liability against the Guarantor or any Non-Recourse Party (as defined in Section 8 hereof) with respect to the Equity Commitment Letters, the Merger Agreement or pay any the transactions contemplated thereby, other amounts under Sections 8.06(c), 8.06(fthan Retained Claims (as defined in Section 8 hereof) or 6.07(d) of the Merger Agreement unless asserted by the Guaranteed Party has initiated a claim or proceeding in accordance with against the terms Guarantor and the Non-Recourse Parties against which such Retained Claims may be asserted pursuant to Section 8, then: (x) the obligations of the Merger Agreement for payment of any of the Obligations on Guarantor under or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, in connection with this Limited Guarantee shall terminate upon ab initio and be null and void, (y) if the date Guarantor has previously made any payments under or in connection with this Limited Guarantee, it shall be entitled to recover and retain such claim or proceeding is finally satisfied or otherwise resolved by agreement of payments, and (z) neither the parties hereto or pursuant to Section 10. The Guarantor nor any Non-Recourse Parties shall have no further obligations any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with this Limited Guarantee, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee following termination in accordance with this Section 8or the Merger Agreement (including, without limitation, the Equity Commitment Letters), or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and permitted assigns until all of the Guaranteed Percentage of the Obligations (subject to the limitations described herein) under this Limited Guarantee have been indefeasibly paid, observed, performed or satisfied in full, at which time this Limited Guarantee shall terminate in its entirety and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under in any circumstances in other than pursuant to which Parent and Merger Sub would not be obligated to pay make a payment of the Parent Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d6.07(e) of the Merger Agreement, (iii) the payment in full of the Obligations, and (iv) ninety (90) days after the three-month anniversary of any termination of the Merger Agreement in accordance with its terms under in any circumstances in pursuant to which Parent and Merger Sub would be obligated to pay make a payment of the Parent Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d6.07(e) of the Merger Agreement unless the Guaranteed Party has initiated Agreement, except as to a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any Obligation presented in writing by the Guaranteed Party to Parent, Merger Sub or the Guarantor on or prior to such three-month anniversary (in which case, the date such claim is resolved by a final and non-appealable judicial or arbitral decision or as agreed in writing by the parties hereto or otherwise satisfied); provided, that such claim shall set forth the basis for such claim and the Guarantor shall not be required to pay any claim not submitted on or before the three-month anniversary of such termination of the Merger Agreement. Notwithstanding anything herein to the contrary, in the event that the Guaranteed Party or any of the Guaranteed Party Related Persons directly or indirectly asserts in any Action at law or in equity or arbitration that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap, the provisions of Section 1 hereof limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8, Section 9 and Section 18 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations on (subject to the limitations described herein), or before asserts any theory of liability against Parent, Merger Sub, the Guarantor or any Non-Recourse Parties (as defined below) with respect to or in connection with the Transaction Agreements, any other agreement or instrument delivered pursuant to such 90th day; provided that if Transaction Agreements, or any of the Guaranteed Party has initiated transactions contemplated hereby or thereby, other than a claim or proceeding on or before such 90th dayRetained Claim, then (A) the obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and be null and void, (B) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination Guarantee, it shall be entitled to recover such payments, and (C) neither the Guarantor, nor Parent, nor Merger Sub, nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in accordance equity, whether sounding in contract, tort, statue or otherwise) to the Guaranteed Party, its Affiliates or any other person with this Section 8respect to the Transaction Agreements, the transactions contemplated by the Transaction Agreements or otherwise.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)3 hereof and unless otherwise terminated in accordance with this Section 8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the GuarantorGuarantors, its their successors and assigns until the earliest to occur of (i) the complete and indefeasible payment and satisfaction in full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under ). Notwithstanding the foregoing, this Limited Guarantee having been paid shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee as of the earliest of (i) the Effective Time, (ii) receipt in full by the Guarantor, (ii) Guaranteed Party or any of its Affiliates of the Effective TimeGuaranteed Obligations, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent Parent, Merger Sub and the Guaranteed Party or under circumstances Company unless, in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) case of the Merger Agreement or pay any other amounts under Sections 8.06(cthis clause (iii), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated provided written notice to the Guarantors pursuant to Section 7 asserting a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if by the Guaranteed Party has initiated a claim or proceeding on or before prior to such 90th daydate, this Limited Guarantee in which case the relevant date shall terminate upon be the date that such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or a final, non-appealable judgment of a Governmental Entity of competent jurisdiction; provided that such claim shall set forth in reasonable detail the basis for such claim and the Guarantor shall not be required to pay any claim not submitted on or before the three month anniversary of such termination of the Merger Agreement. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting each Guarantor’s liability to its Pro Rata Amount of the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, asserts that Guarantor is liable for Guaranteed Obligations in excess of or to a greater extent than the Cap or asserts any theory of liability against Guarantor or any Non-Recourse Party with respect to the transactions contemplated by the Merger Agreement other than liability of (x) any Person to the Guaranteed Party pursuant to Section 10. The Guarantor shall have no further obligations any Retained Claims (as hereinafter defined) or (y) Guarantors under this Limited Guarantee following termination in accordance (as limited by the provisions of Section 1), then (I) the obligations of Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (II) if a Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments and (III) neither any of the Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement or under this Section 8Limited Guarantee.

Continuing Guarantee. (a) Subject to This Guarantee and all covenants and agreements of the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and Guarantors contained herein shall remain continue in full force and effect and shall not be binding discharged until such time as all the Obligations shall be paid and performed in full and all the agreements of the Guarantors hereunder shall have been duly performed. The obligations of the Guarantors under this Guarantee shall be automatically reinstated if and to the extent that for any reason any payment to any Holder by or on behalf of the GuarantorObligors, in respect of the Obligations, is rescinded or must otherwise be returned by such Holder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Guarantors agree that they will indemnify each Holder on demand for all reasonable costs and expenses (including reasonable fees and out-of-pocket expenses of counsel) incurred by such Holder in connection with its successors compliance with or reasonable resistance (if requested by the Guarantors) to any such rescission or restoration. Notwithstanding the generality of the foregoing, if the Debenture Purchase Agreement or the Debentures shall be terminated as a result of the rejection or disaffirmance thereof by any trustee, receiver, liquidator, agent or other representative of the Obligors or any of their respective properties in any assignment for the benefit of creditors or in any bankruptcy, insolvency, dissolution or similar proceeding, or the exercise of any of the rights or remedies under the Debenture Purchase Agreement or the Debentures is stayed, enjoined or prohibited in any such assignment or proceeding, the obligations of the Guarantors hereunder shall continue to the same extent as if the Debenture Purchase Agreement or the Debentures had not been so rejected or disaffirmed and assigns until as if such exercise had not been so stayed, enjoined and prohibited. The Guarantors shall and do hereby waive all rights and benefits that might accrue to them by reason of any such assignment or proceeding, and the earliest to occur of (i) Guarantors agree that they shall be liable for the full amount of the Guarantor’s Guaranteed Percentage Obligations, irrespective of and without regard to any modification, limitation or discharge of liability of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid Obligors that may result from or in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance connection with its terms by mutual consent of Parent and the Guaranteed Party any such assignment or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee is a continuing guaranty and may not be revoked or terminated and shall remain in full force and effect and shall be binding on the GuarantorGuarantors and their heirs, its estates, survivors, conservators, personal representatives, successors and assigns until the earliest to occur Guaranteed Obligation of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) such Guarantor payable under the this Limited Guarantee having has been paid in full by full. Notwithstanding the Guarantorforegoing, this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee as of the earliest of (iia) the Effective Time, (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the where no Parent Termination Fee under Section 8.06(bis payable, (c) the first anniversary of the Merger Agreement or pay any other amounts under Sections 8.06(c)End Date, 8.06(f) or 6.07(d) of the Merger Agreementunless a claim hereunder has been made prior to such date, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon case the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations by a final, non-appealable judgment of a Governmental Entity of competent jurisdiction and (d) the Guaranteed Obligation payable under this Limited Guarantee following termination has been paid in accordance full. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its subsidiaries or affiliates asserts in any litigation or other proceeding that the provisions hereof (including, without limitation, Section 1 hereof) limiting the Guarantors’ respective liability or any other provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against any Guarantor or any Guarantor Affiliate or Parent or Merger Sub with respect to the transactions contemplated by the Merger Agreement or this Limited Guarantee other than liability of any Guarantor under this Limited Guarantee (as limited by the provisions hereunder, including Section 81), then (x) the Guaranteed Obligations of the Guarantors under this Limited Guarantee shall terminate ab initio and be null and void, (y) if any Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, and (z) neither the Guarantors nor any Guarantor or Parent Affiliates shall have any liability to the Guaranteed Party or any of its affiliates with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee. Subject to the foregoing, in the event that any payment to the Guaranteed Party hereunder is rescinded or must otherwise be returned to any Guarantor for any reason whatsoever, such Guarantor shall remain liable hereunder as if such payment had not been made (subject to the terms hereof).

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all of the Obligations under this Limited Guarantee have been indefeasibly paid, observed, performed or satisfied in full, at which time this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations Effective Time, (subject to the Capii) payable under the Limited Guarantee having been paid receipt in full by the Guarantor, (iiGuaranteed Party or its Affiliates of the Parent Termination Fee pursuant to Section 7.2(b) of the Effective TimeMerger Agreement, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under in any circumstances in other than pursuant to which Parent and Merger Sub would not be obligated to pay make a payment of the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after the anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated all other circumstances, except as to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of Obligation presented in writing by the Obligations Guaranteed Party to Parent or the Guarantor on or prior to such anniversary (in which case, the date such claim is finally resolved or otherwise satisfied); provided, that such claim shall set forth in reasonable detail the basis for such claim and the Guarantor shall not be required to pay any claim not submitted on or before the anniversary of such 90th daytermination of the Merger Agreement. Notwithstanding the foregoing, without limiting any of the Guaranteed Party’s rights against any Other Guarantor under its respective limited guarantee, in the event that the Guaranteed Party or any of its Affiliates (other than an Affiliate of the Guaranteed Party that is also an Affiliate of the Guarantor or any Other Guarantor; provided that if no employee of the Guaranteed Party has initiated a claim shall be deemed to be an Affiliate of any Guarantor for this purpose) assert in any litigation or other proceeding on that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or before such 90th daythe provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Related Party (as defined below) with respect to the transactions contemplated by the Merger Agreement, other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (A) the obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and be null and void, (B) if the date Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such claim or proceeding is finally satisfied or otherwise resolved by agreement of payments, and (C) neither the parties hereto or pursuant to Section 10. The Guarantor nor any Related Party shall have no further obligations any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement under this Limited Guarantee following termination in accordance with this Section 8or otherwise.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and This Commitment Agreement shall remain in full force and effect and shall be binding on the GuarantorACAS, its successors and assigns until all of the Obligations and all amounts payable under this Commitment Agreement have been paid, observed, performed or satisfied in full. Notwithstanding the foregoing, this Commitment Agreement shall terminate and ACAS shall have no further obligations under this Commitment Agreement as of the earliest to occur of (i) the full amount Closing and the payment of the Guarantor’s Guaranteed Percentage of the Obligations aggregate Merger Consideration, (subject to the Capii) payable under the Limited Guarantee having been paid receipt in full by the Guarantor, (iiCompany or its affiliates of the payment obligations of Parent pursuant to Section 6.3(b) of the Effective TimeMerger Agreement, (iii) termination of the Merger Agreement pursuant to Section 6.1 thereof under circumstances that do not give rise to any payment obligations of Parent pursuant to Section 6.3(b) of the Merger Agreement and (iv) the one year anniversary of any other termination of the Merger Agreement in accordance with its terms terms, except as to a claim for payment of any Obligation presented by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Company to Parent, Merger Sub would or ACAS on or prior to such one year anniversary; provided, that such claim shall set forth in reasonable detail the basis for such claim and ACAS shall not be obligated required to pay any claim not submitted on or before the Parent Termination Fee under Section 8.06(b) one year anniversary of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) such termination of the Merger Agreement. Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting ACAS’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against ACAS or any ACAS or Parent Affiliates with respect to the transactions contemplated by the Merger Agreement other than liability of ACAS under this Commitment Agreement (as limited by the provisions of Section 1), then (A) the obligations of ACAS under this Commitment Agreement shall terminate ab initio and be null and void, (B) if ACAS has previously made any payments under this Commitment Agreement, it shall be entitled to recover such payments, and (ivC) ninety (90) days after neither ACAS nor any termination of ACAS or Parent Affiliate shall have any liability to the Company with respect to the transactions contemplated by the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger this Commitment Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8otherwise.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Sponsor Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on each of the Guarantor, Guarantors and its successors and assigns until the Obligations have been satisfied in full. Notwithstanding the foregoing, this Sponsor Limited Guarantee shall terminate and the Guarantors shall have no further obligation under this Sponsor Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective Time, (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) (other than a termination of the Merger Agreement or pay any other amounts under Sections 8.06(c)for which a Parent Termination Fee is, 8.06(f) or 6.07(din accordance with Section 9.3(c) of the Merger Agreement, due and owing by Parent (a "Qualifying Termination")) and (ivc) ninety (90) days the 120th day after any termination of a Qualifying Termination unless prior to the Merger Agreement in accordance with its terms under circumstances in which 120th day after such Qualifying Termination, the Guaranteed Party shall have commenced a legal proceeding against Parent and or Merger Sub would be obligated to pay the alleging an amount is due and payable by Parent Termination Fee or Merger Sub under Section 8.06(b) of the Merger Agreement or pay any other against the Guarantors alleging amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of payable by the Merger Agreement unless Guarantors to the Guaranteed Party has initiated a claim or proceeding under this Sponsor Limited Guarantee, in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, which case this Sponsor Limited Guarantee shall terminate upon the date either (i) a final, non-appealable resolution of such claim and payment of the Obligation (subject to the Cap), if applicable or proceeding is finally satisfied or otherwise resolved (ii) a written agreement signed by agreement each of the parties hereto terminating this Sponsor Limited Guarantee. If any payment or pursuant payments made by Parent or Merger Sub or any part thereof in respect of the Parent Termination Fee are subsequently invalidated, declared to Section 10be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made. The Guarantor In the event that the Guaranteed Party or any of its Affiliates (other than the Rollover Shareholders or any of their Affiliates or any such Persons’ respective officers and directors) institutes any suit, action or proceeding or makes any claim (A) asserting that any of the provisions of this Sponsor Limited Guarantee are illegal, invalid or unenforceable in whole or in part or that the Guarantors are liable in excess of or to a greater extent than the Cap or (B) arising under, or in connection with, the Commitment Letter, the Merger Agreement or any other document or agreement entered into in connection with the Merger Agreement (other than the Sponsor Retained Claims), then (1) the Obligations of the Guarantors under this Sponsor Limited Guarantee shall terminate ab initio and be null and void, (2) if the Guarantors have previously made any payments under this Sponsor Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, and (3) neither the Guarantors, Parent, Merger Sub nor any Non-Recourse Party shall have no further obligations any liability to the Guaranteed Party or any of its Affiliates (other than the Rollover Shareholders or any of their Affiliates or any such Persons’ respective officers and directors) with respect to the transactions contemplated by the Merger Agreement, the Commitment Letter or under this Sponsor Limited Guarantee following termination in accordance with this Section 8Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage all of the Obligations (payable under the Guarantee have been paid in full, subject to the Cap) payable . Notwithstanding the foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the Limited Guarantee having been paid in full by the Guarantor, earliest of (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent Parent, Midco and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) make any payments of the Merger Agreement or pay any other amounts under Sections 8.06(c)Obligations, 8.06(f(iii) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) 90 days after any the date of termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) make any payments of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement Obligations (unless the Guaranteed Party has initiated made a claim or proceeding under this Guarantee prior to such date, in accordance with which case the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee relevant date shall terminate upon be the date that such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto Guaranteed Party and the Guarantor (or pursuant to Section 10. The Guarantor shall have no further obligations its permitted assignee) or a final, non-appealable judgment of a Governmental Authority of competent jurisdiction), (iv) the first anniversary after the date hereof (unless the Guaranteed party has made a claim under this Limited Guarantee following termination prior to such date, in accordance which case the relevant date shall be the date that such claim is finally satisfied or otherwise resolved by agreement of the Guaranteed Party and the Guarantor (or its permitted assignee) or a final, non-appealable judgment of a Governmental Authority of competent jurisdiction) and (v) the date the Obligations payable under this Guarantee have been paid in full; provided, that, with this Section 8respect to the foregoing clauses (iii) and (iv), any applicable claim shall set forth in reasonable detail the basis for such claim.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all amounts payable under this Guarantee have been indefeasibly paid or satisfied in full. Notwithstanding the foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earliest to occur of (ia) the full amount Closing of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the GuarantorTransactions, (ii) the Effective Time, (iiib) the termination of the Merger Purchase Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties or otherwise under circumstances in which Parent and Merger Sub Buyer would not be obligated thereafter have no liability to pay the Parent Termination Fee Company for any Obligation under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Purchase Agreement, and or (ivc) ninety (90) days after the first anniversary of any termination of the Merger Purchase Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated terms, except as to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any Obligation presented by the Company to Buyer prior to such first anniversary. Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliate of the Obligations on or before Guarantor with respect to the transactions contemplated by the Purchase Agreement other than the liability of the Guarantor under this Guarantee, then (i) the obligations of the Guarantor under this Guarantee shall terminate ab initio and be null and void, and (ii) if the Guarantor has previously made any payments under this Guarantee, it shall be entitled to recover such 90th daypayments; provided provided, however, that if the Guaranteed Party has initiated a claim Guarantor asserts in any litigation or other proceeding on that this Guarantee is illegal, invalid or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination unenforceable in accordance with this Section 8its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Company prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out-of-pocket expenses of the Company in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the this Limited Guarantee having have been paid in full by the Guarantorfull, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent at which time this Limited Guarantee shall terminate and the Guaranteed Party or Guarantor shall have no further obligations under circumstances in which Parent and Merger Sub would not be obligated to pay this Limited Guarantee. Notwithstanding the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayforegoing, this Limited Guarantee shall terminate upon and the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following as of the earliest to occur of in full (subject to the Cap), (iii) termination of the Merger Agreement in accordance circumstances in which the Parent Termination Fee is not payable and (iv) sixty (60) days after the Termination Date, except as to a claim for payment of the Obligations presented in writing by the Guaranteed Party to Parent or the Guarantor on or prior to such sixtieth (60th) day (in which case, this Limited Guarantee shall terminate on the date such claim is (x) resolved by a final, non-appealable order of a court specifically identified in Section 10(b) below, (y) resolved as agreed in writing by the parties hereto or (z) otherwise satisfied); provided, that such claim shall set forth in reasonable detail the basis for such claim, and the Guarantor shall not be required to pay any claim not submitted on or before sixty (60) days after such termination of the Merger Agreement. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding (a) that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap, or limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part or (b) any theory of liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against the Guarantor or any Non-Recourse Parties with respect to this Limited Guarantee, the Equity Commitment Letters, the Merger Agreement or any other agreement or instrument delivered pursuant to or in connection with any of the foregoing (collectively, “Transaction Agreements”) or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than, solely with respect to this clause (b), any claim that is a Non-Prohibited Claim against such Person), then (A) the obligations of the Guarantor under or in connection with this Section 8Limited Guarantee shall terminate ab initio and be null and void, (B) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover and retain such payments, and (C) neither the Guarantor nor any Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with any Transaction Agreement, any other agreement or instrument delivered pursuant to such Transaction Agreement, or the transactions contemplated hereby or thereby.

Continuing Guarantee. This Guarantee includes any Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, the Guarantor hereby waives any right to revoke this Guarantee as to future indebtedness. If such a revocation is effective notwithstanding the foregoing waiver, the Guarantor acknowledges and agrees that (a) Subject no such revocation shall be effective until written notice thereof has been received by the Bank, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the last sentence extent made or created pursuant to a legally binding commitment of Section 3(d)the Bank in existence on the date of such revocation, (d) no payment by the Guarantor, the Borrower, or from any other source, prior to the date of such revocation shall reduce the maximum obligation of the Guarantor hereunder, and (e) any payment by the Borrower or from any source other than the Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of the Guarantor thereunder. The agreements and obligations of the undersigned under this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and until all Liabilities (as defined in the Loan Agreement) shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having have been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances Bank's Revolving Loan Commitment (as defined in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bLoan Agreement) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8terminated.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of either (ix) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee or (y) the Cash Shortfall Fee and any Other Guaranteed Amounts have been indefeasibly paid, observed, performed and satisfied in full, at which time this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under Section 8.06(b) of this Limited Guarantee. Notwithstanding the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayforegoing, this Limited Guarantee shall terminate upon and the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following as of the earliest to occur of (i) the Effective Time, (ii) payment in full of the Parent Termination Fee, or payment in full of the Cash Shortfall Fee and any Other Guaranteed Amounts, in each case pursuant to the Merger Agreement and (iii) the six-month anniversary of the valid termination of the Merger Agreement in accordance with its terms, except as to any claim for payment of any Obligation presented in writing by the Guaranteed Party to Parent or the Guarantor on or prior to such six-month anniversary (in which case, the date of termination of this Limited Guarantee shall be the date such claim is (x) resolved by a final, non-appealable order of a court specifically identified in Section 10(a) below, or (y) resolved as agreed in writing by the parties hereto); provided, that such claim shall set forth in reasonable detail the basis for such claim, and the Guarantor shall not be required to pay any claim not submitted on or before the six-month anniversary of the valid termination of the Merger Agreement. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates (other than the Rollover Investors or the MSDC Investor) asserts in any litigation or other proceeding that (a) the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 88 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or (b) asserting any theory of liability against the Guarantor, any Parent Party or any Specified Person with respect to this Limited Guarantee, the Equity Investors Commitment Letter, the Merger Agreement or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than, solely with respect to this clause (b), any claim that is a Non-Prohibited Claim against such Person), then (A) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (B) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (C) neither the Guarantor nor any Specified Person shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement under this Limited Guarantee or otherwise.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until the Obligations have been satisfied in full. This Limited Guarantee will terminate, and be of no further force or effect, immediately following the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the GuarantorClosing, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties thereto or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee make any payment under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iviii) ninety (90) 90 days after any following the termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under make a payment pursuant to Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d7.3(c) of the Merger Agreement unless a claim for such a payment has been made in writing prior thereto (unless tendering such a writing would expressly violate, or would be prohibited by, any applicable requirement of law, in which case, the foregoing period shall toll for so long as such violation or prohibition is in effect). Notwithstanding the foregoing, (1) the parties hereto acknowledge and agree that this Limited Guarantee shall not terminate for so long as a claim made in accordance with clause (iii) above remains unresolved, and (2) in the event that the Guaranteed Party has initiated a claim or any of its controlled affiliates asserts in any litigation or other proceeding that the provisions of this Limited Guarantee limiting each Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in accordance whole or in part, or asserts any theory of liability against any Non-Recourse Party or, other than its rights to recover from the Guarantors with respect to the terms Obligations, the Guarantors, Parent or Merger Sub with respect to the transactions contemplated by the Merger Agreement, then (x) the obligations of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, Guarantors under this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The ab initio and be null and void, (y) if a Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination in accordance Guarantee, such Guarantor shall be entitled to recover such payment(s) and (z) neither the Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Abax Equity Financing or under this Section 8Limited Guarantee.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its Guarantors and their successors and permitted assigns until the earliest to occur of (i) the full amount all of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the this Limited Guarantee having have been paid indefeasibly paid, observed, performed or satisfied in full by full, at which time this Limited Guarantee shall terminate in its entirety and the GuarantorGuarantors shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee as of the earliest to occur of (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under in any circumstances in other than pursuant to which Parent and Merger Sub would not be obligated to pay make a payment of the Parent Merger Sub Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d8.06(f) of the Merger Agreement, (iii) the payment in full of the Obligations, and (iv) the date that is ninety (90) days after any termination of the Merger Agreement in accordance with its terms under in any circumstances in pursuant to which Parent and Merger Sub would be obligated to pay make a payment of the Parent Merger Sub Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d8.06(f) of the Merger Agreement unless Agreement, except as to a claim for payment of any Obligation presented in writing by the Guaranteed Party has initiated a claim to Merger Sub or proceeding in accordance with any Guarantor on or prior to the terms date that is ninety (90) days after such termination of the Merger Agreement (in which case, the date such claim is resolved by a final and non-appealable judicial or arbitral decision or as agreed in writing by the parties hereto or otherwise satisfied), provided, that such claim shall set forth in reasonable detail the basis for payment such claim and the Guarantors shall not be required to pay any claim not submitted on or before the date that is ninety (90) days after such termination of the Merger Agreement. Notwithstanding anything herein to the contrary, in the event that the Guaranteed Party or any of the Obligations on Guaranteed Party Related Persons directly or before such 90th day; provided indirectly asserts in any Action at law or in equity or arbitration that if the provisions of Section 1 hereof limiting the Guarantors’ liability to the Cap, the provisions of Section 1 hereof limiting the Guaranteed Party has initiated Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8, Section 9 and Section 18 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantors are liable in excess of or to a claim greater extent than the Guaranteed Percentage of the Obligations (subject to the Cap), or proceeding on asserts any theory of liability against Merger Sub, the Guarantors or before any Non-Recourse Parties (as defined below) with respect to or in connection with the Transaction Agreements, any other agreement or instrument delivered pursuant to such 90th dayTransaction Agreements, or any of the transactions contemplated hereby or thereby, other than a Retained Claim, then (A) the obligations of the Guarantors under this Limited Guarantee shall terminate upon ab initio and be null and void, (B) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall Guarantors have no further obligations previously made any payments under this Limited Guarantee following termination Guarantee, they shall be entitled to recover such payments, and (C) neither the Guarantors, nor Merger Sub, nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in accordance equity, whether sounding in contract, tort, statue or otherwise) to the Guaranteed Party, with this Section 8respect to the Transaction Agreements or the transactions contemplated by the Transaction Agreements.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and This Lxxxxxx Xxxxxxxee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations are satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b7.2(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iviii) ninety (90) days after the first anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b7.2(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated not presented a claim for payment of any Obligation to Parent and Merger Sub or any Guarantor (including the Other Guarantors) by such first anniversary. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Controlled Affiliates asserts in any litigation or other proceeding on that the provisions of Section 1 hereof limiting the Guarantor's liability to the Cap or before such 90th daythe provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and be null and void, (ii) if the date Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such claim or proceeding is finally satisfied or otherwise resolved by agreement payments, and (iii) neither the Guarantor nor any Affiliate of the parties hereto or pursuant to Section 10. The any Guarantor shall have no further obligations any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee following termination is illegal, invalid or unenforceable in accordance with this Section 8its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)3 hereof, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until all amounts payable by such Guarantor under this Limited Guarantee with respect to the Payment Obligations have been indefeasibly paid in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and no Guarantor shall have any further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations Closing, (subject to the Capii) payable under the Limited Guarantee having been paid receipt in full by the Guaranteed Party (or its designee(s) if the Guaranteed Party has given its prior written consent to such receipt by such designee(s)) of the Payment Obligations of each Guarantor, (ii) the Effective Time, (iii) the valid termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or pursuant to Section 8.01 thereof (other than under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bany of its Payment Obligations) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety the three (903) days after any month anniversary of the termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c)if, 8.06(f) or 6.07(d) of the Merger Agreement unless by such three month anniversary, the Guaranteed Party has initiated not presented a written claim for payment of any Payment Obligation to the Parent or any Guarantor by the end of such three month period, setting forth in reasonable detail the basis of such claim. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in writing in any pleading or filing with, or orally before, any Governmental Authority in any litigation or other proceeding that the provisions of Section 1 hereof limiting any Guarantor’s liability to its Maximum Commitment or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable, in whole or in part, asserts in writing in any pleading or filing with, or orally before, any Governmental Authority in any litigation or other proceeding that any Guarantor is liable for Payment Obligations in excess of or to a greater extent than its Maximum Commitment or asserts in writing in any pleading or filing with, or orally before, any Governmental Authority in any litigation or other proceeding any theory of liability against any Guarantor or any Non-Recourse Party with respect to the transactions contemplated by the Merger Agreement other than liability of (w) Parent or Ocala Topco LP under the Rollover Agreement and Support Agreement, if any, to the other parties to such agreements pursuant to the terms and conditions therein, (x) the General Partner under the Confidentiality Agreement, (y) any Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), or (z) any Guarantor for specific performance of such Guarantor’s obligation under the Equity Commitment Letter to fund its commitment in accordance with the terms thereof pursuant to, and subject to the limitations in, Section 9.02 of the Merger Agreement for payment of Agreement, then unless within five (5) Business Days within making any of the Obligations on or before such 90th day; provided that if assertion, the Guaranteed Party has initiated a claim or proceeding on or before applicable Affiliate withdraws such 90th dayassertion, (i) the obligations of each Guarantor under this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The ab initio and be null and void, (ii) if any Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination Guarantee, it shall be entitled to recover such payments, and (iii) neither any Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee. Notwithstanding anything set forth in accordance with this Section 8, Sections 9 through 13 shall survive indefinitely (subject to the applicable statute of limitations) following the termination of this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the Obligations have been paid in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount Closing in accordance with the terms of the Guarantor’s Guaranteed Percentage Merger Agreement, including payment of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the GuarantorMerger Consideration, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any valid termination of the Merger Agreement in accordance with its terms under circumstances set forth in the Merger Agreement in which Parent and Merger Sub Buyer would not be obligated to pay the Parent Buyer Termination Fee under Section 8.06(bFee, (iii) the twelve (12) month anniversary of any other termination of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement its terms, except as to a claim for payment of any Obligation presented by the Company to Buyer, Merger Subsidiary or the Guarantor on or prior to such twelve (12) month anniversary; provided, that such claim shall set forth in reasonable detail the basis for such claim and the Guarantor shall not be required to pay any claim not submitted on or before the twelve (12) month anniversary of such termination of the Merger Agreement, in which case such claim shall survive until the earlier of (A) the payment or satisfaction in full of the full amount of the Obligations on (as the same may be finally determined by a court of competent jurisdiction or before such 90th day; provided mutually agreed by the parties) and (B) the determination by a court of competent jurisdiction that if no amounts are payable hereunder, and (iv) the payment to the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon by any combination of Buyer and/or the date such claim or proceeding is finally satisfied or otherwise resolved by agreement Guarantor of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.full amount of the

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations are satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b9.2(d) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iviii) ninety (90) days after the first anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b9.2(d) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated not presented a claim for payment of any Obligation to Parent and Merger Sub or any Guarantor (including the Other Guarantors) by such first anniversary. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding on that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or before such 90th daythe provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and be null and void, (ii) if the date Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such claim or proceeding is finally satisfied or otherwise resolved by agreement payments, and (iii) neither the Guarantor nor any Affiliate of the parties hereto or pursuant to Section 10. The any Guarantor shall have no further obligations any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee following termination is illegal, invalid or unenforceable in accordance with this Section 8its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee is a continuing guarantee that may not be revoked or terminated by the Guarantor (except as provided herein) and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and assigns until the earliest to occur of (i) indefeasible, unconditional and irrevocable payment and satisfaction in full by the full amount Guarantor of the Guarantor’s Guaranteed Percentage Pro Rata Portion of the Obligations (subject or the earlier termination of this Guarantee pursuant to the Cap) payable under terms hereof. The Guarantee shall continue to be effective or be reinstated, as the Limited Guarantee having been paid in full by case may be, if at any time any payment of the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any ’s Pro Rata Portion of the Obligations on that has been received by or before such 90th day; provided that if for the Guaranteed Party has initiated a claim account of the Company is rescinded or proceeding on or before such 90th daymust otherwise be returned by the Company. Notwithstanding the foregoing, this Limited Guarantee shall terminate upon and the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations obligation under this Limited Guarantee following as of the earliest of (a) the occurrence of the Effective Time; (b) the six-month anniversary of the date of termination of the Arrangement Agreement, unless a claim hereunder has been made prior to such date; or (c) satisfaction in accordance with full by the Guarantor of its obligations hereunder. Notwithstanding the foregoing, in the event that the Company, directly or indirectly, or any of its Subsidiaries asserts in any Proceeding that the provisions of Section 5 hereof or this Section 84 are illegal, invalid or unenforceable in whole or in part, then (i) the obligations of the Guarantor under this Guarantee shall terminate ab initio and be null and void, (ii) if Guarantor has previously made any payments under this Guarantee, it shall be entitled to recover such payments and (iii) neither the Guarantor nor any of its affiliates shall have any liability to the Company with respect to the transactions contemplated by the Arrangement Agreement or under this Guarantee.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the Guaranteed Obligations have been indefeasibly paid and satisfied in full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under ). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee having been paid or otherwise, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under or in full by connection with this Limited Guarantee as of the Guarantor, earliest of: (iia) the Effective TimeClosing, if the Closing occurs; (iiib) following the valid termination of the Merger Agreement in accordance with its terms by mutual consent Section 9.1 thereof, the payment in full of Parent and the Guaranteed Party Obligations (or, if less, an aggregate amount equal to the Cap) by the Guarantor, Parent or under circumstances in which Parent Merger Sub; and Merger Sub would not be obligated to pay (c) the Parent Termination Fee under Section 8.06(bdate that is the twelve (12) month anniversary of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any valid termination of the Merger Agreement (unless, in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) case of the Merger Agreement or pay any other amounts under Sections 8.06(cclause (c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding shall have commenced litigation against the Guarantor under and pursuant to this Limited Guarantee prior to such termination, in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, which case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim action and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor, consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Guaranteed Party or any of its Affiliates and its and their representatives, equityholders or any other Person on its behalf asserts in any litigation or other proceeding is finally satisfied or otherwise resolved by agreement any of the parties hereto following: (i) that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in respect of the Guaranteed Obligations in excess of or to a greater extent than the Cap, or (iii) any theory of liability (whether at law or in equity whether sounding in contract, tort, statute or otherwise) against any Non-Recourse Party (as defined in Section 8 hereof) with respect to this Limited Guarantee, the equity commitment letter by and between Guarantor and Parent, dated as of the date hereof (the “Equity Commitment Letter”), the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee, the Equity Commitment Letter, the Merger Agreement or any of the transactions contemplated hereby or thereby, in each case, other than Retained Claims (as defined in Section 8 hereof) asserted by the Guaranteed Party against the Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 10. The 8, then: (x) the obligations of the Guarantor shall have no further obligations under or in connection with this Limited Guarantee following termination shall terminate ab initio and be null and void; (y) if the Guarantor has previously made any payments under or in accordance connection with this Section 8Limited Guarantee, it shall be entitled to recover and retain such payments; and (z) neither the Guarantor nor any other Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with this Limited Guarantee, the Equity Commitment Letter, the Merger Agreement, or any other agreement or instrument delivered in connection with this Limited Guarantee, the Merger Agreement or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited this Guarantee having have been paid indefeasibly paid, observed, performed, satisfied in full by or otherwise terminated or released. Notwithstanding the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayforegoing, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The and Guarantor shall have no further obligations under this Limited Guarantee following as of the earliest to occur of: (i) the Closing Date, provided that all Obligations to be paid on the Closing Date have been paid, (ii) to the extent that Guaranteed Party obtains the right to terminate the Merger Agreement pursuant to Section 8.04(b) thereof and does not exercise such right 90-days after the first date on which Guaranteed Party becomes aware of such right, (iii) upon any termination of the Merger Agreement except insofar as liabilities may be finally determined against Parent or Merger Sub under Sections 8.05(i), 8.05(ii), 6.16(b) or 9.17(b) of the Merger Agreement, in accordance which case Guarantor’s obligation to pay the Obligations as is equal to such finally determined liabilities (not to exceed the Cap) shall survive and (iv) upon any termination of the Subsidiary Transfer Agreement. Notwithstanding the foregoing, in the event that Guaranteed Party or any of its Affiliates or their respective successors and assigns asserts in any litigation or other legal proceeding that the provisions of Section 1 hereof limiting Guarantor’s liability to the Cap or that any other provision of Section 9 or Section 10 of this Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against Guarantor or any Related Person with respect to the transactions contemplated by the Merger Agreement other than (a) with respect to actual fraud, (b) liability of Guarantor under this Guarantee (as limited by the provisions hereof, including Section 81) or (c) any claim against Parent or Merger Sub under the Merger Agreement (or pursuant to any other written agreement in connection with the Merger Agreement solely to the extent Parent or Merger Sub or their Affiliates are a party thereto other than this Guarantee (which are addressed in clause (a) above)), and subject in each case to the terms thereof, then (i) the obligations of Guarantor under this Guarantee shall terminate ab initio and shall thereupon be null and void and (ii) if Guarantor has previously made any payments under this Guarantee, it shall be entitled to recover such payments from Guaranteed Party.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)3(c) hereof, this Limited Guarantee Guaranty may not be revoked or terminated and shall remain in full force and effect until all of the Guaranteed Obligations have been indefeasibly paid, observed, performed and satisfied in full. Notwithstanding the foregoing, or anything express or implied in this Guaranty or otherwise, except with respect to accrued Expense Obligations, this Guaranty shall be binding on terminate and the Guarantor, its successors and assigns until Guarantor shall have no further obligations under or in connection with this Guaranty as of the earliest to occur of of: (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective Time, ; (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent the parties thereto or in circumstances in which the Purchaser Termination Fee is not payable and there are no unpaid Expense Obligations of Purchaser at such time; (c) the termination of the Agreement pursuant to Section 7.01(b)(i) thereof (unless, in the case of this clause (c), the Guaranteed Party has previously commenced a claim for payment of the Guarantor’s liabilities hereunder in respect of the Guaranteed Obligations, in which case this Guaranty shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Guarantor of any obligations finally determined or agreed to be owed by the Guarantor, consistent with the terms hereof); and (d) the receipt by the Guaranteed Party of the payment in full of the Guaranteed Obligations payable under this Guaranty. Notwithstanding the foregoing, or anything express or implied in this Guaranty or otherwise, in the event that the Guaranteed Party or under circumstances any of its Affiliates asserts in which Parent any litigation or other proceeding (A) that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Guarantor’s Cap and Merger Sub would not be obligated limiting the Guaranteed Party’s enforcement hereof to pay the Parent Termination Fee under payment of money only or the provisions of this Section 8.06(b7 or Section 3(c), Section 8, Section 9, Section 10, Section 12 or Section 14 hereof are illegal, invalid or unenforceable in whole or in part, (B) that the Guarantor is liable in respect of Guaranteed Obligations in excess of or to a greater extent than the Merger Agreement Guarantor’s Cap, or pay (C) any theory of liability against any Recourse Party or any Non-Recourse Party (each as defined in Section 8 hereof) with respect to this Guaranty, the Sponsor Commitment Letter, the Rollover Commitment Letter, the Agreement, any other amounts under Sections 8.06(c), 8.06(f) agreement or 6.07(d) of instrument delivered in connection with this Guaranty or the Merger Agreement, and or the transactions contemplated hereby or thereby, other than Retained Claims (ivas defined in Section 8 hereof) ninety (90asserted by the Guaranteed Party against the Recourse Party(ies) days after any termination of the Merger Agreement against which such Retained Claims may be asserted in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay Section 8 hereof, then: (i) the Parent Termination Fee under Section 8.06(b) obligations of the Merger Agreement Guarantor under or pay in connection with this Guaranty shall terminate ab initio and be null and void; (ii) if the Guarantor has previously made any payments under or in connection with this Guaranty, it shall be entitled to recover and retain such payments; and (iii) neither the Guarantor nor any other amounts under Sections 8.06(c)Recourse Parties or any Non- Recourse Parties shall have any liability whatsoever (whether at law or in equity, 8.06(fwhether sounding in contract, tort, statute or otherwise) or 6.07(d) of the Merger Agreement unless to the Guaranteed Party has initiated a claim or proceeding any other Person in accordance with the terms of the Merger Agreement for payment of any of the Obligations on way under or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance connection with this Section 8Guaranty, the Agreement, any other agreement or instrument delivered in connection with this Guaranty or the Agreement (including, without limitation, the Sponsor Commitment Letter and the Rollover Commitment Letter), or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and assigns until the earliest to occur of (i) Obligation has been indefeasibly satisfied in full. Notwithstanding the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayforegoing, this Limited Guarantee shall terminate upon automatically and immediately terminate, the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following and, solely in the case of clause (e) below, if the Guarantor has previously made any payments under this Limited Guarantee, the Guarantor shall be entitled to recover such payments from the Guaranteed Party upon the earliest to occur of (a) the valid termination of the Merger Agreement pursuant to the terms thereof (other than a valid termination of the Merger Agreement that results in accordance the Parent Termination Fee becoming payable pursuant to Section 8.03(b) of the Merger Agreement), (b) the Effective Time; provided the Guarantor shall, prior to such termination, have fully funded and paid to Parent its Commitment as defined under the Equity Commitment Letter, (c) the Guaranteed Party or any of its designees accepting the Parent Termination Fee pursuant to the Merger Agreement and the payment by Parent or its designees of all amounts payable under Section 8.03(d) of the Merger Agreement, (d) the nine month anniversary of the date of a valid termination of the Merger Agreement pursuant to the terms thereof, unless prior to such nine month anniversary, the Guaranteed Party shall have provided notice to the Guarantor claiming amounts payable by the Guarantor to the Guaranteed Party under this Limited Guarantee or notice to Parent or Merger Sub claiming amounts payable by Parent or Merger Sub under the Merger Agreement, in which case this Limited Guarantee shall terminate upon (i) indefeasible payment in full of the Obligation (subject to the Cap), (ii) the final, non-appealable resolution of all legal proceedings commenced by the Guaranteed Party alleging amounts payable by the Guarantor under this Limited Guarantee and indefeasible payment in full of the Obligation (subject to the Cap), if applicable or (iii) a written agreement signed by each of the parties hereto terminating this Limited Guarantee or (e) the Guaranteed Party or any of its controlled affiliates, instituting any formal proceeding or bringing any other formal claim, in any litigation or other formal proceeding, against the Guarantor, Parent or Merger Sub or any other Non-Recourse Party in connection with this Section 8the Merger Agreement or any of the transactions contemplated thereby (including under the Equity Commitment Letter), other than any Permitted Claim.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur Obligations are satisfied in full. Notwithstanding the foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earlier of (i) the full amount of Effective Time (as defined in the Guarantor’s Guaranteed Percentage of the Obligations (subject to the CapMerger Agreement) payable under the Limited Guarantee having been paid in full by the Guarantor, and (ii) the Effective Time, (iii) the termination first anniversary of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub would or the Guarantor by such first anniversary. Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability against any Affiliate (as hereinafter defined) or, other than its right to recover from Guarantor for up to the amount of the Obligations (subject to the Cap and the other limitations described herein) and other than a suit against Parent or Merger Sub for declaratory relief in connection with obtaining payment hereunder from Guarantor, Parent or Merger Sub, with respect to the transactions contemplated by the Offer, the Merger Agreement, then (i) the obligations of the Guarantor under this Guarantee shall terminate ab initio and be obligated null and void, (ii) if the Guarantor has previously made any payments under this Guarantee, it shall be entitled to pay recover such payments and (iii) neither the Parent Termination Fee under Section 8.06(b) Guarantor nor any of its Affiliates shall have any liability to the Company with respect to the transactions contemplated by the Offer, the Merger Agreement or pay under this Guarantee; provided, however, that if the Guarantor asserts in any litigation or other amounts under Sections 8.06(c)proceeding that this Guarantee is illegal, 8.06(f) invalid or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding unenforceable in accordance with its terms, then, to the terms extent the Company prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Merger Agreement for payment of any of the Obligations on Company in connection with such litigation or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and assigns until the Obligation has been satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligation under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective Time, (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) (other than a termination of the Merger Agreement or pay any other amounts under Sections 8.06(c)for which a Parent Termination Fee is, 8.06(f) or 6.07(din accordance with Section 8.2(c) of the Merger Agreement, due and owing by Parent (a "Qualifying Termination") and (ivc) ninety (90) days the 120th day after any termination of a Qualifying Termination unless prior to the Merger Agreement in accordance with its terms under circumstances in which 120th day after such Qualifying Termination, the Guaranteed Party shall have commenced a legal proceeding against Parent and or Merger Sub would be obligated to pay the alleging a Parent Termination Fee under Section 8.06(b) of is due and owing or against the Merger Agreement or pay any other Guarantor alleging amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of payable by the Merger Agreement unless Guarantor to the Guaranteed Party has initiated a claim or proceeding under this Limited Guarantee, in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, which case this Limited Guarantee shall terminate upon the date either (i) a final, non-appealable resolution of such claim and payment of the Obligation (subject to the Cap), if applicable or proceeding is finally satisfied or otherwise resolved (ii) a written agreement signed by agreement each of the parties hereto terminating this Limited Guarantee. If any payment or pursuant payments made by Parent or Merger Sub or any part thereof in respect of the Parent Termination Fee, are subsequently invalidated, declared to Section 10be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made. The In the event that the Guaranteed Party or any of its Affiliates institutes any suit, action or proceeding or makes any claim (A) asserting that any of the provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part or that the Guarantor shall have no further obligations is liable in excess of or to a greater extent than the Cap or (B) arising under, or in connection with, the Equity Commitment Letter, the Merger Agreement or any other document or agreement entered into in connection with the Merger Agreement (other than the Retained Claims), then (1) the Obligation of the Guarantor under this Limited Guarantee following termination in accordance shall terminate ab initio and be null and void, (2) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, and (3) neither the Guarantor, Parent, Merger Sub nor any Non-Recourse Party shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or under this Section 8Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until 42.238% of the earliest Obligations (and, if applicable, any amount payable pursuant to Section 14) has been irrevocably and indefeasibly paid in full by the Guarantor; provided, that if the each Other Guarantor has paid the amount of the Obligations that each such Other Guarantor is obligated to pay under its respective Other Guarantee, the foregoing percentage shall be 33.361%. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bFee, (iii) the first anniversary of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless if the Guaranteed Party has initiated not presented a claim for payment of any Obligation of Parent or Merger Sub to the Guarantor by such first anniversary or (iv) upon resolution of a claim presented by the Guaranteed Party to the Guarantor for payment of any Obligation of Parent or Merger Sub (or, if such resolution requires the payment of any Obligation, upon the making of such required payment) (the “Termination Date”). Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Exhibit 12 Guarantor’s liability or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in accordance whole or in part, or asserting any theory of liability against the Guarantor or any Affiliates of the Guarantor (other than Parent, Merger Sub, SafeNet or any Other Guarantor) with respect to the transactions contemplated by the Merger Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate of any Guarantor shall have any liability to the Guaranteed Party under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability against the Guaranteed Party, then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall immediately pay on demand all reasonable fees and out of pocket expenses of the Guaranteed Party in connection with such litigation or proceeding. Notwithstanding anything in this Limited Guarantee, no amendment to the Merger Agreement which amends the terms pursuant to which the Parent Termination Fee shall become payable shall be effective against the Guarantor for purposes of this Limited Guarantee unless Parent obtains the written consent of the Guarantor to such amendment; provided, that the failure to require strict performance by Parent or Merger Sub of the terms of the Merger Agreement for payment of any of shall not be deemed an amendment to the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8Merger Agreement.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns until all of the Obligation under this Limited Guarantee has been indefeasibly paid, observed, performed or satisfied in full in cash, at which time this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and no Guarantor shall have any further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations Closing, (ii) subject to the Cap) payable under the Limited Guarantee having been paid , receipt in full in cash by the GuarantorGuaranteed Party or its Affiliates of the Parent Payment Obligations with respect to the Parent Termination Fee pursuant to, (iiand subject to the limitations set forth in, Section 7.5(c) of the Effective TimeA&R Merger Agreement and any amounts that may become payable pursuant to the last sentence of Section 5.13(a) or Section 7.5(d) of the A&R Merger Agreement, (iii) the valid termination of the A&R Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances any circumstance other than one in which Parent and Merger Sub would not could be obligated to pay the any Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger AgreementPayment Obligations, and (iv) ninety (90) days the date that is three months after the date of any termination of the A&R Merger Agreement in accordance with its terms under circumstances any circumstance in which Parent and Merger Sub would could be obligated to pay the any Parent Termination Fee under Section 8.06(bPayment Obligations, except with respect to this clause (iv) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated as to a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Parent Payment Obligations on or before such 90th day; provided that if presented in writing by the Guaranteed Party has initiated a claim to Parent, Merger Sub or proceeding the Guarantors on or before prior to such 90th daythree month date (in which case, this Limited Guarantee shall terminate upon on the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto thereto or by a final nonappealable judgment of a court of competent jurisdiction or otherwise fully satisfied); provided, that such claim shall set forth in reasonable detail the basis for such claim and the Guarantors shall not be required to pay any claim not submitted on or before such three-month date. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting any Guarantor’s liability to the Cap, or limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against any Non-Recourse Party (as defined in Section 9) with respect to this Limited Guarantee, the A&R Merger Agreement, the Equity Commitment Letter (collectively, the “Transaction Agreements”) or any other agreement or instrument delivered pursuant to or in connection with the Transactions or such Transaction Agreements, or the transactions contemplated hereby or thereby, other than Retained Claims (as defined in Section 9 hereof) asserted by the Guaranteed Party against the Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 10. The 9, then (A) the obligations of the Guarantors under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, (B) if any Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination Guarantee, it shall be entitled to recover and retain such payments, and (C) none of the Guarantors nor any other Non-Recourse Party shall have any liability whatsoever (whether at law or in accordance equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with this Section 8any Transaction Agreement, any other agreement or instrument delivered pursuant to such Transaction Agreement, or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the Guaranteed Obligations have been indefeasibly paid in full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under ). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayotherwise, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The and each Guarantor shall have no further obligations under or in connection with this Limited Guarantee following as of the earliest of: (a) the Closing, if the Closing occurs; (b) valid termination of the Purchase Agreement in accordance with its terms in circumstances where the Buyer Termination Fee or any other Guaranteed Obligations are not payable (it being agreed that if the Buyer Termination Fee is not payable in accordance with the Purchase Agreement, the Guaranteed Obligations shall not exceed the Financing Cooperation Obligations pursuant to Section 1 hereof) and (c) the twelve (12) month anniversary after the date hereof (unless, in the case of clauses (b) and (c) above the Guaranteed Party shall have commenced litigation against any Guarantor under and pursuant to this Limited Guarantee prior to the twelve (12) month anniversary after the date hereof, in which case this Limited Guarantee shall terminate only upon the final, non-appealable resolution of such action and satisfaction by such Guarantor(s) of any obligations finally determined or agreed to be owed by such Guarantor(s), consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Guaranteed Party or any of its Subsidiaries, or any Person claiming by, through or on behalf of any of them, asserts in any litigation or other proceeding any of the following: (i) that the provisions of Section 1 hereof limiting each Guarantor’s liability to the Cap or the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantors are liable in respect of the Guaranteed Obligations in excess of or to a greater extent than the Cap, or (iii) any theory of liability (whether at law or in equity whether sounding in contract, tort, statute or otherwise) against any Buyer Related Party (as defined in Section 8 hereof) with respect to this Limited Guarantee, the equity commitment letter by and between the Guarantors and Buyer, dated as of the date hereof (the “Equity Commitment Letter”), the Purchase Agreement, or any other agreement or instrument delivered in connection with this Limited Guarantee, the Equity Commitment Letter, the Purchase Agreement or any of the transactions contemplated hereby or thereby, in each case, other than Retained Claims (as defined in Section 8) asserted by the Guaranteed Party against the Buyer Related Party(ies) against which such Retained Claims may be asserted pursuant to Section 8, then: (x) the obligations of each Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void; (y) if any Guarantor has previously made any payments under or in connection with this Limited Guarantee, such Guarantor shall be entitled to recover and retain such payments; and (z) neither the Guarantors nor any other Buyer Related Parties shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with this Limited Guarantee, the Equity Commitment Letter, the Purchase Agreement, or any other agreement or instrument delivered in connection with this Limited Guarantee, the Purchase Agreement or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the indefeasible payment and satisfaction in full amount of the Guarantor’s Guaranteed Percentage of Obligations. Notwithstanding the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayforegoing, this Limited Guarantee shall terminate upon and the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations obligation under this Limited Guarantee following termination as of the earlier of (i) the Effective Time and (ii) the eighteen month anniversary of the date hereof. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its subsidiaries or affiliates asserts in any litigation or other proceeding that the provisions hereof (including without limitation Section 1 hereof) limiting the maximum aggregate liability of the Guarantor to the applicable Maximum Amount or any other provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Guarantor Affiliate or Buyer or Acquisition Sub with respect to the transactions contemplated by the Merger Agreement or this Limited Guarantee other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereunder, including Section 1), then (x) the Obligation of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, and (z) neither the Guarantor nor any Guarantor Affiliates shall have any liability to the Guaranteed Party or any of its affiliates with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Guarantee is illegal, invalid or unenforceable in accordance with this Section 8its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the this Limited Guarantee having have been paid in full by the Guarantorfull, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent at which time this Limited Guarantee shall terminate and the Guaranteed Party or Guarantor shall have no further obligations under circumstances in which Parent and Merger Sub would not be obligated to pay this Limited Guarantee. Notwithstanding the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayforegoing, this Limited Guarantee shall terminate upon and the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following as of the earliest to occur of (i) the Closing if Parent shall have satisfied its payment obligations under Sections 4.1, 4.2(a) and 4.3(d) of the Merger Agreement, (ii) at such time as the Obligations under the Limited Guarantee have been paid in full (subject to the Cap), (iii) termination of the Merger Agreement in accordance circumstances in which the Parent Termination Fee is not payable and (iv) sixty (60) days after the Termination Date, except as to a claim for payment of the Obligations presented in writing by the Guaranteed Party to Parent or the Guarantor on or prior to such sixtieth (60th) day (in which case, this Limited Guarantee shall terminate on the date such claim is (x) resolved by a final, non-appealable order of a court specifically identified in Section 10(b) below, (y) resolved as agreed in writing by the parties hereto or (z) otherwise satisfied); provided, that such claim shall set forth in reasonable detail the basis for such claim, and the Guarantor shall not be required to pay any claim not submitted on or before sixty (60) days after such termination of the Merger Agreement. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding (a) that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap, or limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part or (b) any theory of liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against the Guarantor or any Non-Recourse Parties with respect to this Limited Guarantee, the Equity Commitment Letters, the Merger Agreement or any other agreement or instrument delivered pursuant to or in connection with any of the foregoing (collectively, “Transaction Agreements”) or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than, solely with respect to this clause (b), any claim that is a Non-Prohibited Claim against such Person), then (A) the obligations of the Guarantor under or in connection with this Section 8Limited Guarantee shall terminate ab initio and be null and void, (B) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover and retain such payments, and (C) neither the Guarantor nor any Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with any Transaction Agreement, any other agreement or instrument delivered pursuant to such Transaction Agreement, or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations (as such Obligations may be modified pursuant to Section 1 hereof) are satisfied in full. Notwithstanding the foregoing, this Guarantee shall terminate other than Section 7 and Sections 9 through 16, all of which shall survive the termination of this Guarantee, and the Guarantor shall have no further obligations under this Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the GuarantorClosing, (ii) the Effective Time, (iii) the valid termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties or in any other circumstance which would not give rise to the right of the Company to receive any amounts under circumstances Section 8.2 and/or in which Parent has no outstanding payment obligations and Merger Sub would not be obligated to pay the Parent Termination Fee liabilities under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, 8.2 and (iviii) ninety (90) days after the six-month anniversary of any valid termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b8.2 thereof if, by such six-month anniversary, the Guaranteed Party has not presented a claim in writing for payment of any Obligation to either Parent, as applicable, or Guarantor; provided, that, if, prior to the end of such six-month period, the Guaranteed Party shall have commenced a legal proceeding alleging amounts payable by the Guarantor to the Guaranteed Party under this Guarantee or payable by Parent or Merger Sub under the Merger Agreement, in which case this Guarantee shall remain in full force and effect and shall terminate upon either (i) a final, non-appealable resolution of such legal proceeding and payment of the Obligations (subject to the Cap), if applicable or (ii) a written agreement signed by each of the parties hereto terminating this Guarantee. In the event that the Guaranteed Party or any of its subsidiaries asserts in any litigation relating to this Guarantee that the provisions of Section 1 hereof limiting the Guarantor’s monetary obligation to the Cap or that the provisions of Section 9 hereof are illegal, invalid or unenforceable in whole or in part or asserts in any litigation any theory of liability or seeks any remedies against any Guarantor/Parent Affiliate, other than those remedies expressly provided against Parent and Merger Sub under the Merger Agreement, against the Investors (as defined in the Equity Commitment Letter) under Sections 9.11(b)(i) and 9.11(b)(iv) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with and subject to the terms and conditions thereof, or against the Guarantor and/or the other Investors under the Equity Commitment Letter or this Guarantee or against the Guarantor under the Confidentiality Agreement, then, in each case, (a) all obligations of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, Guarantor under this Limited Guarantee shall terminate upon and thereupon be null and void and (b) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination in accordance with this Section 8it shall be entitled to have such payments refunded by the Guaranteed Party.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until all of the Obligations are satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties or under circumstances in which Parent and Merger Sub would not be obligated to pay make any payments under the Parent Termination Fee under last sentence of Section 8.06(b5.3(a), Section 5.3(c), the first and second sentences of Section 5.3(f) or the second sentence of Section 5.6(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iviii) ninety (90) days after the first anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b5.3(c) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated not presented a claim for payment of any Obligation to Parent or the Guarantor by such first anniversary. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its affiliates asserts in any litigation or other proceeding on that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or before such 90th daythe provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than the liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and be null and void, (ii) if the date Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such claim or proceeding is finally satisfied or otherwise resolved by agreement payments, and (iii) neither the Guarantor nor any affiliate of the parties hereto or pursuant to Section 10. The any Guarantor shall have no further obligations any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee following termination is illegal, invalid or unenforceable in accordance with this Section 8its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Guaranteed Party prevails in such litigation or other proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the guaranteed Party in connection with such litigation or other proceeding.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns assigns, and inure to the benefit of the Guaranteed Party and the Non-Recourse Parties, until such Guarantor’s portion of the Guaranteed Obligations up to its Cap (as such Guaranteed Obligations may be modified pursuant to the terms hereof) is satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate, other than Section 6 through Section 13, all of which shall survive the termination of this Limited Guarantee, and the Guarantors shall have no further obligation under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective Time, (iiib) the payment in full of the Guaranteed Obligations (subject to each Guarantor’s Cap), and (c) six (6) months after the termination of the Merger Agreement in accordance with its terms by mutual consent if, in the case of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(cclause (c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated not presented a bona fide claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on Guaranteed Obligation to Parent or before Guarantor by such 90th day; provided date (it being understood that if the Guaranteed Party has initiated presented such a bona fide claim or proceeding on or before by such 90th daydate, this Limited Guarantee shall terminate upon the date final resolution of such claim and, if applicable, the payment in full of the Guaranteed Obligations). In the event that the Guaranteed Party or any of its subsidiaries or affiliates institutes any suit, action or proceeding is finally satisfied or otherwise resolved by agreement makes any claim (A) asserting that the provisions of Section 1 of this Limited Guarantee limiting the liability of a Guarantor’s monetary obligation to the Cap are illegal, invalid or unenforceable in whole or in part or that any of the parties hereto Guarantors is liable in excess of or pursuant to Section 10. The a greater extent than its Cap (except for liabilities under the Equity Financing Commitments or the Confidentiality Agreements, in each case in accordance with and subject to the terms and conditions thereof), (B) against any Guarantor shall have no further or Non-Recourse Party asserting that any of the provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part or that any of the Guarantors is liable in excess of or to a greater extent than its Cap (except for liabilities under the Equity Financing Commitments or the Confidentiality Agreements, in each case in accordance with and subject to the terms and conditions thereof) or (C) against any Non-Recourse Party arising under, or in connection with, the Equity Financing Commitments, the Merger Agreement or any other document or agreement entered into in connection with the Merger Agreement or any transactions contemplated thereby (other than the Retained Claims), then (1) the obligations of all the Guarantors under this Limited Guarantee following termination shall terminate ab initio and be null and void, (2) if any of the Guarantors has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, and (3) neither the Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party or any of its affiliates or any other person in accordance any way with respect to the transactions contemplated by the Merger Agreement, the Equity Financing Commitments or under this Section 8Limited Guarantee or any other agreement or instrument delivered in connection with the Merger Agreement, the Equity Financing Commitments or this Limited Guarantee (provided, for the avoidance of doubt, that this paragraph shall not affect the Guaranteed Party’s ability to bring claims as contemplated by clauses (iii) and (iv) of the definition of “Retained Claims”).

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage all of the Obligations (subject to have been satisfied in full. Notwithstanding the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayforegoing, this Limited Guarantee shall terminate upon and the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination as of the earlier of (a) the Effective Time and (b) the first anniversary of the date hereof, unless prior to such first anniversary, the Guaranteed Party shall have provided notice to the Guarantor claiming amounts payable by the Guarantor to the Guaranteed Party under this Limited Guarantee or notice to Parent or Merger Sub claiming amounts payable by Parent or Merger Sub under the Merger Agreement, in accordance which case this Limited Guarantee shall terminate upon (i) payment of the Obligations (subject to the Cap), (ii) the final, non-appealable resolution of a legal proceeding commenced by the Guaranteed Party alleging amounts payable by the Guarantor under this Limited Guarantee and payment of the Obligations (subject to the Cap), if applicable or (iii) a written agreement signed by each of the parties hereto terminating this Limited Guarantee. In the event that the Guaranteed Party or any of its affiliates (A), asserts in any litigation or other proceeding that the provisions of Section 1 hereof are illegal, invalid or unenforceable in whole or in part or (B) asserts any theory of liability against the Guarantor (including a claim to enforce or any other claim with respect to the equity commitment letter dated as of the date hereof from the Guarantor to Parent (the “Equity Commitment Letter”)) or any Non-Recourse Party with respect to the transactions contemplated by or otherwise relating to the Merger Agreement, then (x) the Obligations of the Guarantor under this Section 8Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, the Guarantor shall be entitled to recover such payments from the Guaranteed Party, and (z) neither the Guarantor, Parent, Merger Sub nor any Non-Recourse Party shall have any liability to the Guaranteed Party or any of its affiliates with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the Obligation (subject to the Cap) under this Limited Guarantee has been indefeasibly paid, observed, performed or satisfied in full, at which time this Limited Guarantee shall terminate in its entirety and the Guarantor shall have no further obligations hereunder. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations hereunder as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under in any circumstances in which Parent and Merger Sub would not be obligated other than pursuant to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement, (iii) the payment in full of the Obligation, and (iv) one hundred twenty (120) days after any termination of the Merger Agreement or in accordance with its terms in any circumstances pursuant to which Parent and Merger Sub would be obligated to pay any other amounts the Parent Termination Fee under Sections 8.06(c), 8.06(f) or 6.07(dSection 8.06(b) of the Merger Agreement Agreement, unless the Guaranteed Party has initiated a bona fide claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th dayAgreement; provided further that if the Guaranteed Party has initiated a such claim or proceeding on or before such 90th day120th day of the termination of the Merger Agreement , this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of a final and non-appealable judicial or arbitral decision or as agreed in writing by the parties hereto or pursuant otherwise satisfied; provided that the Guarantor shall not be required to Section 10pay any amount not subject to such claim or proceeding initiated on or before such 120th day of the termination of the Merger Agreement. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guarantors’ Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing or anything express or implied in this Limited Guarantee or otherwise, (iithis Limited Guarantee shall terminate and the Guarantors shall have no further obligations under or in connection with this Limited Guarantee as of the earliest of: i) the Effective Time, (iiiif the Closing occurs; ii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay where the Parent Termination Fee under Section 8.06(bis not payable; and iii) in the case of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any a termination of the Merger Agreement in accordance with its terms under circumstances in for which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(bis payable, the date falling two hundred seventy (270) days after such termination (unless, in the case of the Merger Agreement or pay any other amounts under Sections 8.06(c)clause (iii) above, 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated previously made a claim or proceeding under this Limited Guarantee prior to such date with reasonable details for the basis of such claim, in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, which case this Limited Guarantee shall terminate upon the date final, non- appealable resolution of such claim action and satisfaction by the Guarantor of any obligations finally determined or proceeding is finally satisfied agreed to be owed by the Guarantor, consistent with the terms hereof). Notwithstanding the foregoing or otherwise resolved by agreement of the parties hereto anything express or pursuant to Section 10. The Guarantor shall have no further obligations under implied in this Limited Guarantee following termination or otherwise, except to the extent caused, directed or requested by either Guarantor, in accordance the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that the provisions of Section ‎1 hereof limiting the Guarantors’ maximum aggregate liability to the Cap or the provisions of this Section ‎7 or Section ‎8 hereof are illegal, invalid or unenforceable in whole or in part, or asserts that the Guarantors are liable in respect of the Guaranteed Obligations in excess of or to a greater extent than the Cap, or asserts any theory of liability against any Non-Recourse Party (as defined in Section ‎8 hereof) with respect to this Limited Guarantee, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee or the Merger Agreement, or the transactions contemplated hereby or thereby, other than Retained Claims (as defined in Section 8‎8 hereof), then: (i) the obligations of the Guarantors under or in connection with this Limited Guarantee shall terminate ab initio and be null and void, (ii) if any Guarantor has previously made any payments under or in connection with this Limited Guarantee, such Guarantor shall be entitled to recover and retain such payments, and (iii) neither the Guarantors nor any other Non-Recourse Parties shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party, its Affiliates or any other person in any way under or in connection with this Limited Guarantee, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee or the Merger Agreement, or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, each Guarantor (or its successors and assigns in accordance with Section 6) until the earliest to occur of (i) the full amount of the Guarantor’s Aggregate Guaranteed Percentage of the Obligations (subject to the Cap) payable under the this Limited Guarantee having been indefeasibly paid in full by the GuarantorGuarantors, (ii) the Effective TimeTime (subject to the satisfaction by Parent and Merger Company of their obligations under Section 2.04(a) of the Merger Agreement), (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent Merger Company and the Guaranteed Party or under circumstances in which Parent and Merger Sub Company would not be obligated to pay the Parent Merger Company Termination Fee under Section 8.06(b9.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c9.06(d), 8.06(f7.08(b) or 6.07(dSection 7.16(f) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub Company would be obligated to pay the Parent Merger Company Termination Fee under Section 8.06(b9.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c9.06(d), 8.06(f7.08(b) or 6.07(dSection 7.16(f) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided provided, that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied (including the making of any payment determined therein to be required to be made by Guarantors) or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor Guarantors shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor (or its successors and assigns in accordance with Section 6) until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been indefeasibly paid in full by the Guarantor, (ii) the Effective TimeTime (subject to the satisfaction by Parent and Merger Company of their obligations under Section 2.04(a) of the Merger Agreement), (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent Merger Company and the Guaranteed Party or under circumstances in which Parent and Merger Sub Company would not be obligated to pay the Parent Merger Company Termination Fee under Section 8.06(b9.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c9.06(d), 8.06(f7.08(b) or 6.07(dSection 7.16(f) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub Company would be obligated to pay the Parent Merger Company Termination Fee under Section 8.06(b9.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c9.06(d), 8.06(f7.08(b) or 6.07(dSection 7.16(f) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided provided, that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied (including the making of any payment determined therein to be required to be made by Guarantor) or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the GuarantorGuarantors, its their successors and assigns until the Obligations have been satisfied in full. Notwithstanding the foregoing, this Guarantee shall terminate and the Guarantors shall have no further obligations under this Guarantee as of the earliest to occur of (i) the full amount affirmative vote of the Guarantor’s Guaranteed Percentage holders of the Obligations (subject majority of voting power of the outstanding shares of capital stock of the Company to consummate the Cap) payable under the Limited Guarantee having been paid in full by the Guarantorproposed transaction with Accelrys, (ii) the Effective Timefailure of the Company Board to recommend that the Company’s stockholders vote against the transactions contemplated by the First Merger Agreement before the Company Stockholders’ Meeting (as defined in the First Merger Agreement), (iii) the failure by the Company to enter into the Merger Agreement during the Acceptance Period, (iv) the valid termination of the Merger Agreement in accordance with its terms terms, (v) the Closing and (vi) the payment to the Guaranteed Party by mutual consent any combination of Parent and and/or the Guarantors of the full amount of the Obligations. Notwithstanding the foregoing, in the event that the Guaranteed Party or under circumstances any of its affiliates asserts in which any litigation or other proceeding that the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability against any Non-Recourse Party or, other than its rights to recover from the Guarantors with respect to the Obligations, the Guarantors, Parent and or Merger Sub would not be obligated Sub, with respect to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of transactions contemplated by the Merger Agreement, then (x) the obligations of the Guarantors under this Guarantee shall terminate ab initio and be null and void, (y) if either Guarantor has previously made any payments under this Guarantee, such Guarantor shall be entitled to recover such payments and (ivz) ninety (90) days after neither the Guarantors nor any termination of Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement transactions contemplated thereby or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8Guarantee.

Continuing Guarantee. (a) Subject to this Section 8 and the last sentence of Section 3(d)3, this Limited Guarantee Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all amounts payable by Guarantor under this Limited Guaranty (subject to the terms and conditions of this Limited Guaranty, including without limitation, the Cap) with respect to the Payment Obligations have been paid in full. Notwithstanding anything to the contrary in this Limited Guaranty, this Limited Guaranty shall terminate and Guarantor shall have no further obligations under this Limited Guaranty as of the earliest to occur of (i) the full amount consummation of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable merger under the Limited Guarantee having been paid in full by the GuarantorAgreement, (ii) the Effective Timedate on which (A) there are no further outstanding Payment Obligations or (B) Guarantor has made payments in respect of obligations under this Limited Guaranty that, in the aggregate, equal or exceed the Cap, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated other than pursuant to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f9.3(b) or 6.07(d9.3(c) of the Merger Agreementthereof, and (iv) ninety (90) days the date that is three months after any the termination of the Merger Agreement pursuant to Sections 9.3(b) or 9.3(c) thereof unless, in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) case of the Merger Agreement or pay any other amounts under Sections 8.06(cthis clause (iv), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated provided written notice to Guarantor pursuant to Section 7 asserting a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if by the Guaranteed Party has initiated a claim or proceeding on or before prior to such 90th daydate, this Limited Guarantee in which case the relevant termination date shall terminate upon be the date that such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The a final, non-appealable judgment of a Governmental Authority of competent jurisdiction; provided that such claim shall set forth in reasonable detail the basis for such claim and the Guarantor shall have not be required to pay any claim not submitted on or before the date that is three months after the termination of the Agreement. Notwithstanding anything to the contrary in this Agreement, in the event that the Guaranteed Party or any of its Affiliates asserts, or directs any other Person to assert, in any litigation or other proceeding (I) that one or more of the provisions of this Limited Guaranty, including any of the provisions of Section 1 limiting Guarantor’s liability to money damages no further obligations greater than the Cap and the provisions of this Section 8 or Section 9, are illegal, invalid or unenforceable in whole or in part, or that Guarantor is liable for Payment Obligations or other amounts under this Limited Guarantee following termination Guaranty that, in accordance the aggregate, exceed the Cap (all such claims or assertions described in this clause (I), “Expressly Prohibited Claims”) or (II) any claim or theory of liability against Guarantor, Parent or any Non-Recourse Party with respect to this Limited Guaranty, the Agreement, or the Equity Financing Commitment or the transactions contemplated hereby or thereby other than, in the case of this clause (II), a claim (each of the following, a “Retained Claim”) against (x) Platinum Equity Advisors, LLC under the NDA for breach thereof, (y) Guarantor under this Limited Guaranty (as limited by the provisions of this Limited Guaranty, including, without limitation, Section 81) or (z) Parent under the Agreement, for breach thereof (as limited by the provisions thereof), in each case in this clause (II), which does not include any Expressly Prohibited Claim, then (A) the obligations of Guarantor under this Limited Guaranty shall terminate ab initio and be null and void, (B) if Guarantor has previously made any payments under this Limited Guaranty, it shall be entitled to recover such payments, and (C) neither Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the transactions contemplated by the Agreement or under this Limited Guaranty.

Continuing Guarantee. Unless terminated pursuant to this Section 7 (a) Subject to the last sentence of Section 3(dContinuing Guarantee), this Limited Guarantee is a continuing one and may not be revoked or terminated and shall remain in full force and effect and shall be binding on the GuarantorGuarantors, its their successors and assigns permitted assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its respective successors and permitted transferees and assigns, until the Obligations have been paid, observed, performed or satisfied in full, at which time this Guarantee shall immediately and automatically terminate and the Guarantors shall have no further obligations under this Guarantee. Notwithstanding the foregoing, this Guarantee shall terminate automatically and the Guarantors shall have no further obligations under this Guarantee immediately as of the earliest to occur of (i) the full amount consummation of the Guarantor’s Guaranteed Percentage Closing and the payment of Closing Payments (as defined in the Obligations (subject to the CapEquity Commitment Letter) payable under the Limited Guarantee having been paid in full by the Guarantorconnection therewith, (ii) payment in full of the Effective TimeObligations pursuant to this Guarantee, (iii) the valid termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under in any circumstances in other than pursuant to which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) make a payment of any portion of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, Obligations and (iv) ninety (90) the date that is 90 days after any the valid termination of the Merger Agreement in accordance with its terms under in any circumstances in pursuant to which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) make a payment in respect of any portion of the Merger Agreement or pay Obligations (any other amounts under Sections 8.06(csuch termination, a “Qualifying Termination”)), 8.06(f) or 6.07(d) unless prior to the end of the Merger Agreement unless 90th day after a Qualifying Termination, the Guaranteed Party shall have commenced a suit, action or other proceeding against Parent alleging payment of any Obligations due and owing or against a Guarantor that amounts are due and owing from the Guarantors pursuant to Section 1 (Limited Guarantee) hereof (a “Qualifying Suit”); provided that if a Qualifying Termination has initiated occurred and a claim Qualifying Suit is filed prior to the end of the 90th day after a Qualifying Termination, the Guarantors shall not have any further liability or proceeding obligation under this Guarantee from and after the earliest of (w) the consummation of the Closing in accordance with the terms of the Merger Agreement for Agreement, including payment of the Closing Payments (as defined in the Equity Commitment Letter) in accordance with the Merger Agreement, (x) a final, non-appealable resolution of such Qualifying Suit determining that the Guarantors do not owe any amount pursuant to this Guarantee, (y) a written agreement among the Guarantors and the Guaranteed Party expressly terminating this Guarantee, and (z) satisfaction in full of the Guarantors’ Obligations by the Guarantors or Parent. Notwithstanding the foregoing, in the event that the Guaranteed Party or its Subsidiaries, or any of their respective directors or officers acting on their behalf or controlled Affiliates or Bain or its Subsidiaries, or any of their respective directors or officers acting on their behalf or controlled Affiliates (A) file or otherwise commence (or encourage, facilitate or support any other person to file or commence) any lawsuit or other legal proceeding asserting a claim that the provisions of this Guarantee limiting a Guarantor’s liability to its Pro Rata Portion of the Obligations on or before its Pro Rata Portion of the Maximum Amount, or any provisions of this Guarantee are illegal, invalid or unenforceable in whole or in part, or assert any theory of liability against any Guarantor or any Guarantor Affiliate with respect to the transactions contemplated by the Merger Agreement other than any Permitted Claim or (B) assert, file or otherwise commence, directly or indirectly, any lawsuit or other legal proceeding asserting a claim under, or action against, any Guarantor Affiliate in connection with this Guarantee, the Equity Commitment Letter, the Merger Agreement, the Debt Commitment Letters or any transaction contemplated hereby or thereby or otherwise relating hereto or thereto, in each case other than any Permitted Claim, then (W) the obligations of the Guarantors under this Guarantee shall terminate ab initio and be null and void, (X) if a Guarantor has previously made any payments under this Guarantee, such 90th day; provided that if Guarantor shall be entitled to recover such payments, (Y) the Guarantors shall be entitled to recover from the Guaranteed Party has initiated a claim the costs and expenses incurred by the Guarantors or proceeding on any Guarantor Affiliate in connection with the defense of any such claims or before such 90th daythe enforcement of their respective rights under this Guarantee, this Limited Guarantee shall terminate upon the date such claim Equity Commitment Letter, the Merger Agreement, the Debt Commitment Letters or proceeding is finally satisfied any transaction contemplated hereby or thereby or otherwise resolved by agreement of the parties relating hereto or pursuant to Section 10. The Guarantor thereto and (Z) neither the Guarantors nor any of its Affiliates shall have no further obligations any liability to the Guaranteed Party or any of its Affiliates with respect to the transactions contemplated by the Merger Agreement, under this Limited Guarantee following termination in accordance with this Section 8or otherwise.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until [___]% of the earliest Obligations (and, if applicable, any amount payable pursuant to Section 14) has been irrevocably and indefeasibly paid in full by the Guarantor. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bFee, (iii) the first anniversary of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless if the Guaranteed Party has initiated not presented a claim for payment of any Obligation of Parent or Merger Sub to the Guarantor by such first anniversary or (iv) upon resolution of a claim presented by the Guaranteed Party to the Guarantor for payment of any Obligation of Parent or Merger Sub (or, if such resolution requires the payment of any Obligation, upon the making of such required payment) (the “Termination Date”). Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in accordance whole or in part, or asserting any theory of liability against the Guarantor or any Affiliates of the Guarantor (other than Parent, Merger Sub, SafeNet or any Other Guarantor) with respect to the transactions contemplated by the Merger Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate of any Guarantor shall have any liability to the Guaranteed Party under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability against the Guaranteed Party, then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall immediately pay on demand all reasonable fees and out of pocket expenses of the Guaranteed Party in connection with such litigation or proceeding. Notwithstanding anything in this Limited Guarantee, no amendment to the Merger Agreement which amends the terms pursuant to which the Parent Termination Fee shall become payable shall be effective against the Guarantor for purposes of this Limited Guarantee unless Parent obtains the written consent of the Guarantor to such amendment; provided, that the failure to require strict performance by Parent or Merger Sub of the terms of the Merger Agreement for payment of any of shall not be deemed an amendment to the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8Merger Agreement.

Continuing Guarantee. This Limited Guarantee will terminate, and be of no further force or effect, upon the earlier of (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties thereto or under circumstances in which Parent and Merger Sub would not be obligated have any Obligations (including, without limitation, the obligation to pay the Parent Termination Fee under pursuant to Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d8.3(c) of the Merger Agreement, ) and (ivc) ninety (90) days after any the 90th day following the termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and or Merger Sub would be obligated have such Obligations (including, without limitation, the obligation to pay the Parent Termination Fee under pursuant to Section 8.06(b8.3(c) of the Merger Agreement or pay any other amounts under Sections 8.06(cAgreement), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding for such a payment has been made in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th daywriting prior thereto, in which case this Limited Guarantee shall terminate upon the date either (i) a final, non-appealable resolution of such claim and payment of the Guarantors’ obligations hereunder (subject to each Guarantor’s Maximum Amount), if applicable or proceeding is finally satisfied or otherwise resolved (ii) a written agreement signed by agreement each of the parties hereto terminating this Limited Guarantee. If any payment or pursuant payments made by Parent or Merger Sub or any part thereof, are subsequently invalidated, declared to Section 10be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver, or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made. The Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provision of this Limited Guarantee limiting each Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that any Guarantor shall have no further is liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party (other than the Retained Claims) or any Guarantor, Parent or Merger Sub with respect to the transactions contemplated by the Merger Agreement (other than the Retained Claims), then (x) the obligations of the Guarantors under this Limited Guarantee following termination in accordance shall terminate ab initio and be null and void, (y) if any Guarantor has previously made any payments under this Limited Guarantee, such Guarantor shall be entitled to recover such payments and (z) neither the Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Section 8Limited Guarantee.

Continuing Guarantee. (a) Subject Except to the last sentence extent that the obligations and liabilities of the Guarantors are terminated pursuant to the provisions of Section 3(d)6 hereof, this Limited Guarantee may not be revoked or terminated Guaranty is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding on upon the Guarantor, its Guarantors and each of their successors and assigns until assigns, and shall inure to the earliest benefit of, and be enforceable by, the Company and its respective successors and permitted transferees and assigns. All obligations to occur which this Limited Guaranty applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. Notwithstanding the foregoing or anything else herein to the contrary, in the event that the Company or any of its Affiliates asserts in any litigation or other proceeding (i) that the full amount provisions of Section 1 hereof limiting the maximum aggregate liability of the Guarantor’s Guaranteed Percentage of the Obligations (subject Guarantors to the Cap) payable under , or that any other provisions of this Limited Guaranty are illegal, invalid or unenforceable in whole or in part, or that the Limited Guarantee having been paid Guarantors are liable for amounts in full by excess of the GuarantorCap, or (ii) any theory of liability against the Effective TimeGuarantors, Parent or any of their respective Affiliates with respect to the transactions contemplated by the Merger Agreement or this Limited Guaranty other than any claim of the Company (iiiI) against the Guarantors seeking specific performance of the Guarantors’ obligations in accordance with Section 10.08 of the Merger Agreement and the Equity Commitment Letter prior to the termination of the Merger Agreement or in respect of a Qualifying Suit (as limited by the provisions hereof), (II) against Parent or Merger Sub under and in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay (III) enforcing any other amounts rights under Sections 8.06(cthe Confidentiality Agreement (the foregoing clauses (I), 8.06(f(II) or 6.07(dand (III), the “Non-Prohibited Claims”), then (x) the Guaranteed Obligations of the Merger AgreementGuarantors under this Limited Guaranty shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantors have previously made any payment under this Limited Guaranty, they shall be entitled to recover such payments from the Company and (ivz) ninety (90) days after any termination none of the Merger Agreement in accordance Guarantors, Parent or any of their respective Affiliates shall have any liability to the Company or any of its Affiliates with its terms under circumstances in which Parent and Merger Sub would be obligated respect to pay the Parent Termination Fee under Section 8.06(b) of transactions contemplated by the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8Guaranty.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the GuarantorGuarantors, its their successors and assigns until all of the Obligation under this Limited Guarantee has been indefeasibly paid, observed, performed or satisfied in full in cash, at which time this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate (other than Section 7 and Sections 9 through 13 each of which shall survive the termination of this Limited Guarantee) and the Guarantors shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations Closing, (ii) subject to the Cap) payable under the Limited Guarantee having been paid , receipt in full in cash by the Guarantor, (ii) Guaranteed Party or its designated Affiliate of the Effective Time, Obligation in accordance with the Merger Agreement and (iii) the valid termination of the Merger Agreement pursuant to Article IX thereof (except with respect to this clause (iii) as to a claim for payment of any Obligation presented in writing by the Guaranteed Party to Parent, Merger Sub or the Guarantors on, prior to or within 60 days of such termination (in which case, this Limited Guarantee shall terminate on the date such claim is finally resolved and otherwise fully satisfied)). Notwithstanding the immediately preceding parenthetical, all obligations of the Guarantors hereunder shall expire automatically three months after the termination of the Merger Agreement for any reason without any further obligations of the Guarantors hereunder, except with respect to claims arising from lawsuits filed by the Guaranteed Party against Parent at or prior to the end of such three-month period alleging damages or harm to the Guaranteed Party as a result of a breach by Parent or the Guarantors of the Obligation. Notwithstanding the foregoing, in accordance with its terms by mutual consent of Parent and the event that (x) the Guaranteed Party or under circumstances any of its Affiliates or successors or assigns asserts in which Parent and Merger Sub would not be obligated any litigation or other proceeding that the provisions of Section 1 hereof limiting each Guarantor’s liability to pay such Guarantor’s Maximum Guarantor Percentage of the Parent Termination Fee under Cap, or limiting the Guaranteed Party’s enforcement hereof to the payment of money only or the provisions of this Section 8.06(b8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) of against any Non-Recourse Party (as defined in Section 9) with respect to this Limited Guarantee, the Other Guarantor Limited Guarantees, the Merger Agreement or pay the Equity Commitment Letters (collectively, the “Transaction Agreements”) or any other amounts under Sections 8.06(c)agreement, 8.06(fcertificate or instrument delivered pursuant to or in connection with such Transaction Agreements, or the transactions contemplated hereby or thereby, other than Retained Claims (as defined in Section 9 hereof) asserted by the Guaranteed Party against the applicable Non-Recourse Party against which such Retained Claims are permitted to be asserted pursuant to the express terms of Section 9 or 6.07(d(y) the Other Guarantor Limited Guarantee terminates pursuant to clause (x) of the Merger Agreementfourth sentence of Section 8 of such Other Guarantor Limited Guarantee, and then (ivA) ninety (90) days after any termination the obligations of the Merger Agreement Guarantors under or in accordance connection with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The ab initio and be null and void, (B) if any Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination Guarantee, it shall be entitled to recover and retain such payments, and (C) none of the Guarantors nor any other Non-Recourse Party shall have any liability whatsoever (whether at law or in accordance equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with this Section 8any Transaction Agreement, any other agreement or instrument delivered pursuant to such Transaction Agreement, or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and permitted assigns until all of the Guaranteed Percentage of the Obligations (subject to the limitations described herein) under this Limited Guarantee have been indefeasibly paid, observed, performed or satisfied in full, at which time this Limited Guarantee shall terminate in its entirety and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under in any circumstances in other than pursuant to which Parent and Merger Sub would not be obligated to pay make a payment of the Parent Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d6.07(e) of the Merger Agreement, (iii) the payment in full of the Obligations, and (iv) ninety (90) days after the three-month anniversary of any termination of the Merger Agreement in accordance with its terms under in any circumstances in pursuant to which Parent and Merger Sub would be obligated to pay make a payment of the Parent Termination Fee under in accordance with Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d6.07(e) of the Merger Agreement unless the Guaranteed Party has initiated Agreement, except as to a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any Obligation presented in writing by the Guaranteed Party to Parent, Merger Sub or the Guarantor on or prior to such three-month anniversary (in which case, the date such claim is resolved by a final and non-appealable judicial or arbitral decision or as agreed in writing by the parties hereto or otherwise satisfied); provided, that such claim shall set forth the basis for such claim and the Guarantor shall not be required to pay any claim not submitted on or before the three-month anniversary of such termination of the Merger Agreement. Notwithstanding anything herein to the contrary, in the event that the Guaranteed Party or any of the Guaranteed Party Related Persons directly or indirectly asserts in any Action at law or in equity or arbitration that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap, the provisions of Section 1 hereof limiting the Guaranteed Party’s enforcement hereof to the payment of money only, or the provisions of this Section 8, Section 9 and Section 18 hereof are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations on (subject to the limitations described herein), or before asserts any theory of liability against Parent, Merger Sub, the Guarantor or any Non- Recourse Parties (as defined below) with respect to or in connection with the Transaction Agreements, any other agreement or instrument delivered pursuant to such 90th day; provided that if Transaction Agreements, or any of the Guaranteed Party has initiated transactions contemplated hereby or thereby, other than a claim or proceeding on or before such 90th dayRetained Claim, then (A) the obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and be null and void, (B) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination Guarantee, it shall be entitled to recover such payments, and (C) neither the Guarantor, nor Parent, nor Merger Sub, nor any Non-Recourse Parties (as defined below) shall have any liability whatsoever (whether at law or in accordance equity, whether sounding in contract, tort, statue or otherwise) to the Guaranteed Party, its Affiliates or any other person with this Section 8respect to the Transaction Agreements, the transactions contemplated by the Transaction Agreements or otherwise.

Continuing Guarantee. (a) Subject Unless validly terminated pursuant to the last sentence of this Section 3(d)7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the Obligations have been fully and indefeasibly paid, observed, performed or satisfied in full (subject to the Maximum Aggregate Amount), at which time this Guarantee shall immediately and automatically terminate and the Guarantor shall have no further obligations under this Guarantee. Notwithstanding the foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earliest to occur of (ia) the full amount consummation of the Guarantor’s Guaranteed Percentage Closing in accordance with the terms of the Obligations Merger Agreement, and (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (iib) the Effective Time, date that is six (iii6) months following the valid termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and terms, unless prior to such date (i) the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated shall have delivered a written notice to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance Guarantor with its terms under circumstances in which Parent and Merger Sub would be obligated respect to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for non-payment of any of the Obligations on or before such 90th day; provided that if (ii) the Guaranteed Party has initiated shall have commenced a claim or legal proceeding on or before such 90th dayagainst any Guarantor alleging any of the Obligations is due and owing from the Guarantor pursuant to Section 1, in which case, this Limited Guarantee shall terminate only upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement earlier to occur of (x) the payment of the parties hereto Maximum Aggregate Amount to the Guaranteed Party (less any amounts already paid to the Guaranteed Party in respect of the Obligations) and (y) the final, non-appealable resolution of such action and satisfaction by the Guarantor of any obligations finally determined or pursuant agreed by the Guaranteed Party to be owed by the Guarantor, consistent with the terms hereof. Notwithstanding the foregoing, in the event that the Guaranteed Party asserts in any legal proceeding or other Action that the provisions of Section 10. The 1 hereof limiting the Guarantor’s liability to the Maximum Aggregate Amount or that the provisions of this Section 7 or Section 8 are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Guarantor Affiliate with respect to the transactions contemplated by the Merger Agreement, other than any Retained Claim, then (A) the obligations of the Guarantor under this Guarantee shall terminate ab initio and be null and void and (B) neither the Guarantor nor any Guarantor Affiliate shall have no further obligations any liability to the Guaranteed Party or its Affiliates under this Limited Guarantee following termination in accordance with this Section 8Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur Obligations are satisfied in full. Notwithstanding the foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earlier of (i) the full amount of Effective Time (as defined in the Guarantor’s Guaranteed Percentage of the Obligations (subject to the CapMerger Agreement) payable under the Limited Guarantee having been paid in full by the Guarantor, and (ii) the Effective Time, (iii) the termination first anniversary of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and terms, except as to a claim for payment of any Obligation presented by the Company to Parent, Merger Sub would or the Guarantor by such first anniversary. Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability against any Affiliate (as hereinafter defined) or, other than its right to recover from Guarantor for up to the amount of the Obligations (subject to the Cap and the other limitations described herein) and other than a suit against Parent or Merger Sub for declaratory relief in connection with obtaining payment hereunder from Guarantor, Parent or Merger Sub, with respect to the transactions contemplated by the Offer and the Merger Agreement, then (i) the obligations of the Guarantor under this Guarantee shall terminate ab initio and be obligated null and void, (ii) if the Guarantor has previously made any payments under this Guarantee, it shall be entitled to pay recover such payments, and (iii) neither the Parent Termination Fee under Section 8.06(b) Guarantor nor any of its Affiliates shall have any liability to the Company with respect to the transactions contemplated by the Offer, the Merger Agreement or pay under this Guarantee; provided, however, that if the Guarantor asserts in any litigation or other amounts under Sections 8.06(c)proceeding that this Guarantee is illegal, 8.06(f) invalid or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding unenforceable in accordance with its terms, then, to the terms extent the Company prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Merger Agreement for payment of any of the Obligations on Company in connection with such litigation or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not will terminate, and be revoked of no further force or terminated and shall remain in full force and effect and shall be binding on effect, upon the Guarantor, its successors and assigns until the earliest to occur earlier of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the GuarantorEffective Time, and (ii) the Effective Time, date that is six (iii6) months following the date of the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c)terms; provided, 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated made a claim or proceeding on or before under this Limited Guarantee prior to such 90th daydate of termination, this Limited Guarantee shall terminate upon the date that such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 1013 hereof. The Guarantor shall have no further Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provision of this Limited Guarantee limiting each Guarantor’s liability to the Maximum Amount is illegal, invalid or unenforceable in whole or in part or that the Guarantors are liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party or, other than its rights to recover from the Guarantors with respect to the Obligations, the Guarantors, Parent or Merger Sub with respect to the transactions contemplated by the Merger Agreement, then (x) the obligations of the Guarantors under this Limited Guarantee following termination in accordance shall terminate ab initio and be null and void, (y) if a Guarantor has previously made any payments under this Limited Guarantee, such Guarantor shall be entitled to recover such payments and (z) neither the Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Section 8Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns permitted assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors and permitted assigns, until the Obligation (which shall be subject to the Cap) has been indefeasibly paid in full or this Limited Guarantee has been terminated in accordance with the terms hereof. Notwithstanding the foregoing, or anything else express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guarantee as of the earliest to occur of (i) the full amount of Closing Date if, and only if, the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the GuarantorClosing occurs, (ii) the Effective Time, date that is sixty (iii60) the days following any valid termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated unless prior to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless such date the Guaranteed Party has initiated shall have commenced proceedings in a claim or proceeding Chosen Court (as defined below) to enforce this Limited Guarantee (but in accordance with all cases, subject to the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayCap), in which case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim proceedings and satisfaction by the Guarantor of any obligations finally determined or proceeding is finally satisfied agreed to be owed by the Guarantor, consistent with the terms hereof, (iii) the payment to the Guaranteed Party in full of any Obligation or otherwise resolved by agreement payments in an aggregate amount equal to the Cap, and (iv) the funding of the parties hereto GPC Commitment (as defined in the GPC Equity Commitment Letter) under the GPC Equity Commitment Letter. Notwithstanding any other term or pursuant to Section 10. The Guarantor shall have no further obligations under provision of this Limited Guarantee, or anything express or implied in this Limited Guarantee following termination or otherwise, in accordance the event that the Guaranteed Party or any of its Affiliates (A) asserts in writing, or directs any other Person to assert in writing, that the provisions of Section 1 hereof (or Section 1 of the Other Limited Guarantee) limiting the Guarantor’s or the Other Guarantor’s liability to the applicable Cap or the provisions of this Section 8 or Section 9 hereof (or Section 8 or Section 9 of the Other Limited Guarantee) are illegal, invalid or unenforceable in whole or in part, or that any of the Guarantor or the Other Guarantor is liable in respect of the Obligation in excess of or to a greater extent than the applicable Cap, or asserting that the Obligation shall be payable more than once, or (B) seeks any remedies against, or asserts any theory of liability against any Non-Recourse Party (as defined in Section 9) with respect to the Merger Agreement, any of the Equity Commitment Letters, any of the Limited Guarantees or any other agreement or instrument delivered in connection with the Merger Agreement, any of the Equity Commitment Letters, any of the Limited Guarantees, or the transactions contemplated hereby or thereby, other than Retained Claims (as defined in Section 9 hereof) asserted against the Non-Recourse Parties as contemplated by Section 9, or (C) seeks any remedies against the Guarantor, the Other Guarantor or any of their respective Affiliates, other than those remedies expressly provided against Parent under the Merger Agreement or expressly provided against the Guarantor or the Other Guarantor under the Limited Guarantees or the Equity Commitment Letters, then, in any such instance (x) the obligations of the Guarantor under or in connection with this Section 8Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under or in connection with this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, together with reasonable out-of-pocket expenses (including reasonable fees of counsel) incurred by the Guarantor in connection with the enforcement of its rights hereunder, and (z) none of the Guarantor, the Other Guarantor or any other Non-Recourse Party shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other person or entity in any way under or with respect to this Limited Guarantee, the Other Limited Guarantee, any of the Equity Commitment Letters or the Merger Agreement, or the transactions contemplated by the Merger Agreement, the Equity Commitment Letters or the Limited Guarantees.

Continuing Guarantee. (a) The guarantee constituted by this Guarantee shall be continuing and shall extend to the ultimate balance of the Guaranteed Amounts and to the performance in full of all obligations guaranteed hereunder, regardless of any intermediate payment or discharge in whole or in part or performance in part. If this Guarantee ceases to continue in force, the Bank may open a new account, or continue any existing account, with the Counterparty and the liability of the Guarantor in respect of the Guaranteed Amounts at the date of the cessation shall remain regardless of any payments in or out of any such account. Discharge and release The Guarantor may terminate this Guarantee by giving not less than six months’ written notice to the Bank; provided that any such termination shall not affect the Guarantor’s liabilities and obligations under this Guarantee in respect of any Guaranteed Amount which is then outstanding, and the provisions of this Guarantee shall continue to apply until all such liabilities and obligations of the Guarantor have been fully performed. Subject to clauses 5.1 and 5.3, and provided the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain Guaranteed Amounts have been irrevocably paid in full force and effect all obligations guaranteed hereunder performed in full, the Bank, at the request and shall be binding on cost of the Guarantor, its successors shall discharge or release the Guarantor by written instrument signed by the Bank. Any discharge or release referred to in clause 5.2 and assigns until any composition or arrangement which the earliest Guarantor may effect with a Protected Party shall be deemed to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (be made subject to the Cap) payable under the Limited Guarantee having been paid condition that it will be void if any payment, performance, security or other disposition which a Protected Party has received or may receive from any person in full by the Guarantor, (ii) the Effective Time, (iii) the termination respect of the Merger Agreement Guaranteed Amounts or in accordance with its terms by mutual consent respect of Parent the other obligations guaranteed hereunder is set aside, avoided, refunded or reduced under any applicable law or proves to have been invalid. If such condition is satisfied, the liability of the Guarantor under this Guarantee will continue to be reinstated and the Guaranteed Protected Party shall be entitled to recover from the Guarantor on demand the value of such security or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment amount of any of the Obligations on such payment as if such discharge, release, composition or before such 90th day; provided that if the Guaranteed Party has initiated a claim arrangement had not been effected or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8had not occurred.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and permitted assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject up to the Cap and the Total Cap) payable under the Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing, this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee as of the earliest of (iia) the Effective Time, including payment of the Payment Fund in accordance with the terms of the Merger Agreement, (iiib) the valid termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances set forth in the Merger Agreement in which Parent and Merger Sub would not be obligated to pay the Parent Reverse Termination Fee and the amounts payable by Parent under Sections 5.15(g)(ii) and 5.15(g)(iv) and the last sentence of Section 8.06(b) 5.22 of the Merger Agreement or pay have been paid, (c) the payment to the Guaranteed Party by any combination of Parent, Merger Sub, the Guarantors and/or any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) Person of the Merger Agreementfull amount of the Guaranteed Obligations (up to the Cap and the Total Cap), and (ivd) ninety the date that is three (903) days months after any the date of termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and or Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay make any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless payments with respect to any Guaranteed Obligation to the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated not presented a written claim for payment of any Guaranteed Obligation to Parent or proceeding on or before a Guarantor by the end of such 90th dayperiod. For the avoidance of doubt, this Limited Guarantee shall terminate upon remain outstanding during any period in which the date such claim or proceeding Guaranteed Party is finally satisfied or otherwise resolved by agreement of the parties hereto or seeking specific performance pursuant to Section 108.10 of the Merger Agreement. The Notwithstanding any other term or provision of this Limited Guarantee, in the event that the Guaranteed Party asserts in any litigation or other proceeding (i) that the provisions of Section 1 hereof limiting each Guarantor’s liability to the Cap and the Guarantors’ aggregate liability to the Total Cap or the provisions of this Section 7 or Section 8 of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, (ii) that any Guarantor shall have no further is liable hereunder in excess of its Cap or that the Guarantors are liable hereunder in excess of the Total Cap or (iii) any claim (other than any Retained Claim) based upon any theory of liability against a Guarantor or any Non-Recourse Party with respect to the transactions contemplated by the Merger Agreement, then (x) the obligations of each Guarantor under this Limited Guarantee following shall terminate ab initio and shall thereupon be null and void, and (y) neither the Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party under this Limited Guarantee. This Section 7 shall indefinitely survive any termination in accordance with of this Section 8Limited Guarantee.

Continuing Guarantee. This Guarantee includes Guaranteed Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, Guarantor hereby waives any right to revoke this Guarantee as to future Guaranteed Obligations. If such a revocation is effective notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that (a) Subject no such revocation shall be effective until written notice thereof has been received by Sellers, (b) no such revocation shall apply to any Guaranteed Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made or created after such date to the last sentence extent made or created pursuant to a legally binding commitment of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain Sellers in full force and effect and shall be binding existence on the Guarantordate of such revocation, its successors and assigns until the earliest to occur of (id) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject no payment by Guarantor or from any other source, prior to the Cap) payable under date of such revocation shall reduce the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination maximum obligation of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger AgreementGuarantor hereunder, and (ive) ninety (90) days after any termination payment by any source other than Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Merger Agreement in accordance with its terms under circumstances in Guaranteed Obligations as to which Parent the revocation is effective and Merger Sub would be obligated which are not, therefore, guaranteed hereunder, and to pay the Parent Termination Fee under Section 8.06(b) extent so applied shall not reduce the maximum obligation of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8hereunder.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the GuarantorGuarantors, its their successors and assigns until the Obligations have been satisfied in full. Notwithstanding the foregoing, this Guarantee shall terminate and the Guarantors shall have no further obligations under this Guarantee as of the earliest to occur of (i) the full amount affirmative vote of the Guarantor’s Guaranteed Percentage holders of the Obligations (subject majority of voting power of the outstanding shares of capital stock of the Company to consummate the Cap) payable under the Limited Guarantee having been paid in full by the Guarantorproposed transaction with Accelrys, (ii) the Effective Timefailure by the Company to enter into the Merger Agreement during the Acceptance Period, (iii) the valid termination of the Merger Agreement in accordance with its terms terms, (iv) the Closing and (v) the payment to the Guaranteed Party by mutual consent any combination of Parent and and/or the Guarantors of the full amount of the Obligations. Notwithstanding the foregoing, in the event that the Guaranteed Party or under circumstances any of its affiliates asserts in which any litigation or other proceeding that the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability against any Non-Recourse Party or, other than its rights to recover from the Guarantors with respect to the Obligations, the Guarantors, Parent and or Merger Sub would not be obligated Sub, with respect to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of transactions contemplated by the Merger Agreement, then (x) the obligations of the Guarantors under this Guarantee shall terminate ab initio and be null and void, (y) if either Guarantor has previously made any payments under this Guarantee, such Guarantor shall be entitled to recover such payments and (ivz) ninety (90) days after neither the Guarantors nor any termination of Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement transactions contemplated thereby or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated (other than pursuant to this Section 6) and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and permitted assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage all of the Obligations (subject to the Cap) payable under the Limited Guarantee having have been paid indefeasibly satisfied and discharged in full by the Guarantorfull, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in at which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, time this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved without any action by agreement of the parties hereto or pursuant to Section 10. The hereto, and the Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, without any action by the parties hereto, the Guarantor shall have no further obligations under this Guarantee following termination as of the earlier of (a) payment in accordance with full of the Obligations or (b) the date on which Seller’s representations, warranties, covenants and agreements under the Purchase Agreement expire pursuant to and subject to the terms of Section 10(e) of the Purchase Agreement; provided however, notwithstanding the foregoing, the Guarantor shall have no further obligations hereunder ten years from the date hereof, Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates assert in any litigation or other proceeding that the provisions of this Section 86 or Section 5(e) hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Non-Recourse Party with respect to the transactions contemplated by the Purchase Agreement other than the Retained Guarantee Claims and the Retained Purchase Agreement Claims, then (i) the obligations of the Guarantor under this Guarantee shall terminate ab initio and be null and void, and (ii) neither the Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Purchase Agreement under this Guarantee or otherwise.

Continuing Guarantee. (a) The guarantee constituted by this Guarantee shall be continuing and shall extend to the ultimate balance of the Guaranteed Amounts and to the performance in full of all obligations guaranteed hereunder, regardless of any intermediate payment or discharge in whole or in part or performance in part. If this Guarantee ceases to continue in force, either Protected Party may open a new account, or continue any existing account, with the Issuer and the liability of the Guarantor in respect of the Guaranteed Amounts at the date of the cessation shall remain regardless of any payments in or out of any such account. Discharge and release The Guarantor may terminate this Guarantee by giving not less than six months’ written notice to the Protected Parties; provided that any such termination shall not affect the Guarantor’s liabilities and obligations under this Guarantee in respect of any Guaranteed Amount which is then outstanding, and the provisions of this Guarantee shall continue to apply until all such liabilities and obligations of the Guarantor have been fully performed. Subject to clauses 5.1 and 5.3, and provided the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain Guaranteed Amounts have been irrevocably paid in full force and effect all obligations guaranteed hereunder performed in full, the Protected Parties, at the request and shall be binding on cost of the Guarantor, its successors shall discharge or release the Guarantor by written instrument signed by the Protected Parties. Any discharge or release referred to in clause 5.2 and assigns until any composition or arrangement which the earliest Guarantor may effect with a Protected Party shall be deemed to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (be made subject to the Cap) payable under the Limited Guarantee having been paid condition that it will be void if any payment, performance, security or other disposition which a Protected Party has received or may receive from any person in full by the Guarantor, (ii) the Effective Time, (iii) the termination respect of the Merger Agreement Guaranteed Amounts or in accordance with its terms by mutual consent respect of Parent the other obligations guaranteed hereunder is set aside, avoided, refunded or reduced under any applicable law or proves to have been invalid. If such condition is satisfied, the liability of the Guarantor under this Guarantee will continue to be reinstated and the Guaranteed Protected Party shall be entitled to recover from the Guarantor on demand the value of such security or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment amount of any of the Obligations on such payment as if such discharge, release, composition or before such 90th day; provided that if the Guaranteed Party has initiated a claim arrangement had not been effected or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8had not occurred.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the Guaranteed Payments have been indefeasibly paid, observed, performed or satisfied in full, at which time, this Limited Guarantee shall terminate and Guarantor shall have no further obligations under this Limited Guarantee. Notwithstanding the foregoing, this Limited Guarantee shall terminate and Guarantor shall not have any further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the GuarantorClosing, (ii) receipt in full by a Guaranteed Party or its Affiliates of the Effective TimeGuaranteed Payments, (iii) the termination of the Merger Purchase Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under any circumstances in other than pursuant to which Parent and Merger Sub Buyer would not be obligated to pay the Parent Termination Fee under Section 8.06(b) make a payment of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger AgreementGuaranteed Payments, and (iv) ninety the three (903) days after month anniversary of any termination of the Merger Purchase Agreement in accordance with its terms under any circumstances in pursuant to which Parent and Merger Sub Buyer would be obligated to pay the Parent Termination Fee under Section 8.06(b) make a payment of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Payments if by such date no Guaranteed Party has initiated made a claim or proceeding in accordance with the terms of the Merger Agreement writing to Buyer for payment of any the Guaranteed Payments or to Guarantor for the payment of the Obligations Guaranteed Payments, except as to a claim for payment of the Guaranteed Payments presented by a Guaranteed Party to Buyer or Guarantor on or before such 90th day; provided prior to the date that if is three (3) months after the Guaranteed Party has initiated a claim or proceeding on or before such 90th daydate hereof (in which case, this Limited Guarantee shall terminate upon the date when such claim or proceeding is finally satisfied resolved or otherwise resolved by agreement satisfied). Each Guaranteed Party hereby acknowledges and agrees that to the extent that Buyer is relieved from its payment obligation under the Purchase Agreement, Guarantor shall be similarly relieved of the parties hereto obligation to pay the Guaranteed Payments. Notwithstanding the foregoing, in the event that a Guaranteed Party or pursuant any of its Affiliates assert in any action that the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable, in whole or in part, or asserting any theory of liability against any Guarantor or any Guarantor / Buyer Affiliate (as defined below) with respect to Section 10. The the Purchase Agreement (or the Contemplated Transactions), or other than any Non-Prohibited Claim, then (A) the obligation to pay the Guaranteed Payments shall terminate ab initio and be null and void and of no force or effect, (B) if Guarantor previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from a Guaranteed Party and its successors and permitted assigns, and (C) neither Guarantor nor any Guarantor / Buyer Affiliate shall have no further obligations any liability of any kind to a Guaranteed Party or any of its Affiliates with respect to the Purchase Agreement (or the Contemplated Transactions) or under this Limited Guarantee following termination in accordance with this Section 8or otherwise.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage all of the Obligations (subject to have been satisfied in full. Notwithstanding the Cap) payable under the foregoing, this Limited Guarantee having been paid in full by shall terminate and the Guarantor, Guarantor shall have no further obligations under this Limited Guarantee as of the earlier of (iia) the Effective Time, (iiib) the tender of the Parent Termination Fee, (c) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated other than a termination pursuant to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c8.1(b), 8.06(f8.1(c)(i), or 8.1(c)(iii) or 6.07(d) of the Merger Agreementthereof, and (ivd) ninety (90) 120 days after any a termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated pursuant to pay Sections 8.1(b), 8.1(c)(i) or 8.1(c)(iii) thereof, unless prior to the Parent Termination Fee under Section 8.06(btermination pursuant to Sections 8.1(b), 8.1(c)(i) or 8.1(c)(iii) or the end of the Merger Agreement or pay any other amounts under Sections 8.06(c120 day period referred to in this clause (d), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated shall have commenced a claim or legal proceeding in accordance with alleging amounts payable by the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if Guarantor to the Guaranteed Party has initiated a claim under this Limited Guarantee or proceeding on payable by the Guarantor or before such 90th dayMerger Sub under the Merger Agreement, in which case this Limited Guarantee shall terminate upon either (i) a final, non-appealable resolution of such legal proceeding and payment of the date such claim Obligations (subject to the Cap), if applicable or proceeding is finally satisfied or otherwise resolved (ii) a written agreement signed by agreement each of the parties hereto terminating this Limited Guarantee. In the event that the Guaranteed Party or pursuant any of its Affiliates (A) asserts in any litigation or other proceeding that the provisions of Sections 1, 2, 7, 8, or 9 hereof are illegal, invalid or unenforceable in whole or in part or that the Guarantor is liable in excess of or to Section 10. The a greater extent than the Cap, (B) asserts any theory of liability against the Guarantor shall have no further obligations or any Non-Recourse Party with respect to the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby other than the liability of the Guarantor (but not any Non-Recourse Party) under this Limited Guarantee, of the Guarantor or Merger Sub under the Merger Agreement, or of the Funds with respect to the right of the Guaranteed Party to enforce payment to Parent under the Equity Commitment Letter, or (C) the Guaranteed Party or any of its Affiliates makes any such assertions in any action, suit or other proceeding against the Guarantor or Merger Sub in any jurisdiction other than Delaware other than for the enforcement of a final judgment of a court in Delaware, then (x) the Obligations of the Guarantor under this Limited Guarantee following termination shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, the Guarantor shall be entitled to recover such payments from the Guaranteed Party, and (z) none of the Funds, the Guarantor, Merger Sub nor any Non-Recourse Party shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or under this Limited Guarantee. If the Guarantor asserts in any litigation or other proceeding that this Guarantee is illegal, invalid or unenforceable in accordance with this Section 8its terms, then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns permitted assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors and permitted assigns, until the Obligation (which shall be subject to the Cap) has been indefeasibly paid in full or this Limited Guarantee has been terminated in accordance with the terms hereof. Notwithstanding the foregoing, or anything else express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under or in connection with this Limited Guarantee as of the earliest to occur of (i) the full amount of Closing Date if, and only if, the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the GuarantorClosing occurs, (ii) the Effective Time, date that is thirty (iii30) the days following any valid termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and terms, unless prior to such date the Guaranteed Party or under circumstances shall have commenced proceedings in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement a court in accordance with its terms under circumstances Section 11(a) to enforce this Limited Guarantee (but in all cases, subject to the Cap), in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim proceedings and satisfaction by the Guarantor of any obligations finally determined or proceeding is finally satisfied agreed to be owed by the Guarantor, consistent with the terms hereof, (iii) the payment to the Guaranteed Party in full of any Obligation or otherwise resolved by agreement payments in an aggregate amount equal to the Cap and (iv) the funding of the parties hereto GPC Commitment (as defined in the GPC Equity Commitment Letter) under the GPC Equity Commitment Letter. Notwithstanding any other term or pursuant provision of this Limited Guarantee, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Guaranteed Party or any of its Affiliates (A) asserts in writing, or directs any other Person to assert in writing, that the provisions of Section 10. The 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or that a the Guarantor is liable in respect of the Obligation in excess of or to a greater extent than the Cap, or asserting that the Obligation shall have no further obligations be payable more than once, or (B) seeks any remedies against, or asserts any theory of liability against any Non-Recourse Party (as defined in Section 9) with respect to the Merger Agreement, the GPC Equity Commitment Letter, this Limited Guarantee or any other agreement or instrument delivered in connection with the Merger Agreement, the GPC Equity Commitment Letter, this Limited Guarantee, or the transactions contemplated hereby or thereby, other than Retained Claims (as defined in Section 9 hereof) asserted against the Non-Recourse Parties as contemplated by Section 9, or (C) seeks any remedies against the Guarantor, or any of its Affiliates, other than those remedies expressly provided against Parent under the Merger Agreement or expressly provided against the Guarantor under this Limited Guarantee following termination or the GPC Equity Commitment Letter, then, in accordance any such instance (x) the obligations of the Guarantor under or in connection with this Section 8Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under or in connection with this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, together with reasonable out-of-pocket expenses (including reasonable fees of counsel) incurred by the Guarantor in connection with the enforcement of its rights hereunder, and (z) none of the Guarantor or any other Non-Recourse Party shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other person or entity in any way under or with respect to this Limited Guarantee, the GPC Equity Commitment Letter or the Merger Agreement, or the transactions contemplated by the Merger Agreement, the GPC Equity Commitment Letter or this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and assigns (and shall inure to the benefit of the Company and be enforceable by the Company against such successors and assigns) until all of the earliest to occur Applicable Obligations have been satisfied in full. Notwithstanding the foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earlier of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective Time, Time and (iiib) the first anniversary after a termination of the Merger Agreement in accordance with its terms by mutual consent terms, unless prior to the end of Parent and such one-year anniversary, the Guaranteed Party or Company shall have commenced a legal proceeding to enforce any of its rights under circumstances the Merger Agreement and/or the Equity Financing Letter and/or this Guarantee, in which Parent case this Guarantee shall terminate upon either (i) a final, non-appealable resolution of such legal proceeding and Merger Sub would not be obligated payment in full of the Applicable Obligations, if applicable, or (ii) a written agreement signed by each of the parties hereto terminating this Guarantee. Except as otherwise expressly provided herein, in the event that the Company or any of its Affiliates (i) asserts in any proceeding relating to pay this Guarantee that the Parent Termination Fee provisions of Section 1 hereof limiting the Guarantor’s liability under this Guarantee to the Maximum Amount or limiting the Guarantor’s liability in respect of Third Party Payment Obligations to the Third Party Payment Maximum Amount or that the provisions of Section 8.06(b2(b) or Section 8 hereof are illegal, invalid or unenforceable in whole or in part, or (ii) asserts any theory of liability against the Guarantor or any Non-Recourse Party with respect to the Merger Agreement or pay the transactions contemplated thereby, other than the liability of the Guarantor (but not any other amounts Non-Recourse Party) under Sections 8.06(c)this Guarantee, 8.06(f) of Parent or 6.07(d) of Merger Sub under the Merger Agreement, and (iv) ninety (90) days after any termination or of the Merger Agreement in accordance with its terms under circumstances in which Guarantor, Parent and or Merger Sub would be obligated to pay under the Parent Termination Fee under Section 8.06(bEquity Financing Letter, then (x) the Obligations of the Merger Agreement or pay any other amounts Guarantor under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon ab initio and be null and void and (y) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of Guarantor has previously made any payments under this Guarantee, the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8be entitled to recover such payments from the Company.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns (and its executors, administrators, personal representatives and heirs, but only in their capacity as such) until the earliest to occur later of either (ix) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee or (y) the Other Guaranteed Amounts have been indefeasibly paid, observed, performed and satisfied in full, at which time this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under Section 8.06(b) of this Limited Guarantee. Notwithstanding the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayforegoing, this Limited Guarantee shall terminate upon and the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following as of the earliest to occur of (i) the Effective Time, (ii) payment in full of the Parent Termination Fee, and the Other Guaranteed Amounts, in each case pursuant to the Merger Agreement and (iii) the six-month anniversary of the valid termination of the Merger Agreement in accordance with its terms, except as to any claim for payment of any Obligation presented in writing by the Guaranteed Party to Parent or the Guarantor on or prior to such six-month anniversary (in which case, the date of termination of this Limited Guarantee shall be the date such claim is (x) resolved by a final, non-appealable order of a court specifically identified in Section 10(a) below, or (y) resolved as agreed in writing by the parties hereto); provided, that such claim shall set forth in reasonable detail the basis for such claim, and the Guarantor shall not be required to pay any claim not submitted on or before the six-month anniversary of the valid termination of the Merger Agreement. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates (other than the Xxxxx Group Investors) asserts in any litigation or other proceeding that (a) the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 88 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or (b) asserting any theory of liability against the Guarantor, any Parent Party or any Specified Person with respect to this Limited Guarantee, the Xxxxx Group Commitment Letter, the Merger Agreement or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than, solely with respect to this clause (b), any claim that is a Non-Prohibited Claim against such Person), then (A) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (B) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (C) neither the Guarantor nor any Specified Person shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement under this Limited Guarantee or otherwise.

Continuing Guarantee. (a) Subject to Unless terminated in accordance with the last sentence of Section 3(d)terms set forth herein, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations Reverse Termination Fee (subject to the Cap) payable under the Limited Guarantee having has been paid in full by full. Notwithstanding the Guarantorforegoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of: (iii) the Effective Time, ; (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Reverse Termination Fee; (iii) the second anniversary of the date hereof (subject to extension until proceedings are resolved and payment of the Reverse Termination Fee under Section 8.06(b(subject to the Cap) has been made if the Guaranteed Party has commenced proceedings with respect to its enforcement of this Limited Guarantee and such proceedings have not been resolved by the second anniversary of the Merger Agreement or pay any other amounts under Sections 8.06(cdate hereof), 8.06(f) or 6.07(d) of the Merger Agreement, ; and (iv) ninety (90) 365 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Reverse Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated not presented a claim for payment of the Reverse Termination Fee to the Guarantor by such 365th day; provided, that such claim shall set forth in reasonable detail the basis for such claim. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding on relating to this Limited Guarantee that the provisions of Section 1 hereof limiting the Guarantor’s maximum aggregate liability to the Cap or before such 90th daythat any other provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, asserts that the Guarantor is liable in excess of or to a greater extent than the Cap, or asserts any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the transactions contemplated by the Merger Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), then: (i) the obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and shall thereupon be null and void; (ii) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination in accordance Guarantee, it shall be entitled to recover such payments from the Guaranteed Party; and (iii) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the transactions contemplated by the Merger Agreement or under this Section 8Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the each Guarantor, its successors and assigns permitted assignees until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage all of the Obligations (subject to the Cap) payable under the Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing, this Limited Guarantee shall terminate and each Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of (iii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances set forth in the Merger Agreement in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of otherwise to make payments pursuant to the Merger Agreement, (iii) the second anniversary of the date hereof; provided, that this Limited Guarantee shall not so terminate as to any claim for which notice has been given to the Guarantors prior to such termination until final resolution of such claim, and (iv) ninety (90) 180 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make payments under Section 8.06(b) 8.5 of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated not presented a claim for payment of any Obligation to the Guarantors by such 180th day; provided, that such claim shall set forth in reasonable detail the basis for such claim. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its affiliates asserts in any litigation or other proceeding on relating to this Limited Guarantee that the provisions of Section 1 hereof limiting the Guarantors’ maximum aggregate liability to the Cap or before such 90th daythat any other provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, asserts that any Guarantor is, or the Guarantors are, liable in excess of or to a greater extent than the Guaranteed Percentage of any Obligation, or asserts any theory of liability against any Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letters or the transactions contemplated by the Merger Agreement other than liability of the Guarantors under this Limited Guarantee (as limited by the provisions hereof, including Section 1), then (i) the obligations of each Guarantor under this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The ab initio and shall thereupon be null and void, (ii) if any Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination in accordance Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, and (iii) none of any Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its affiliates with respect to the Merger Agreement, the Equity Commitment Letters, the transactions contemplated by the Merger Agreement or under this Section 8Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d)3 hereof, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the indefeasible payment and satisfaction in full of the Obligation and if applicable, the Prevailing Party Costs. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligation under this Limited Guarantee as of the earliest to occur of (i) the full amount consummation of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the GuarantorMerger, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties thereto or otherwise under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b7.02(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iviii) ninety (90) days after the six month anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b7.02(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated not presented a claim for payment of the Obligation to either Parent or the Guarantor by such six month anniversary. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its subsidiaries or affiliates asserts in any litigation or other proceeding on (i) relating to this Limited Guarantee or before such 90th day(ii) against Guarantor or any Guarantor Affiliate, that (x) the provisions of Section 1 hereof limiting Guarantor’s liability to the Maximum Amount or (y) the provisions of Section 8 hereof, are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any of the Guarantor Affiliate or Parent Affiliate with respect to the transactions contemplated by the Merger Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (I) the obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and shall be null and void, (II) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (III) upon such termination, none of Guarantor or any Guarantor Affiliate shall have any liability or obligation to the Guaranteed Party or any of its affiliates in accordance with respect of this Section 8Limited Guarantee, the Merger Agreement or the transactions contemplated hereby and thereby.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited This Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until all amounts payable under this Guarantee have been indefeasibly paid or satisfied in full. Notwithstanding the earliest to occur foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earlier of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective TimeTime (as defined in the Merger Agreement), (iiib) the valid termination of the Merger Agreement in accordance with its terms by mutual consent pursuant to Section 8.1(a), 8.1(d), 8.1(e), 8.1(f) or 8.1(g) and (c) the first anniversary of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances terms, except, in which Parent and the case of clause (c), as to a claim for payment of any Obligation presented by the Company to Buyer, Merger Sub would or the Guarantor by such first anniversary. Notwithstanding the foregoing, in the event that the Company or any of its Subsidiaries asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liabilities to the Cap or the provisions of Section 8 or 9 hereof are illegal, invalid or unenforceable in whole or in part or asserts any theory of liability against the Guarantor or any Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than liability of the Guarantor with respect to this Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Guarantee shall terminate ab initio and be obligated null and void, (ii) if the Guarantor has previously made any payments under this Guarantee, it shall be entitled to pay recover such payments, and (iii) neither the Parent Termination Fee under Section 8.06(b) Guarantor nor any Affiliate of the Guarantor shall have any liability to the Company with respect to the transactions contemplated by the Merger Agreement or pay under this Guarantee; provided, however, that if the Guarantor asserts in any litigation or other amounts under Sections 8.06(c)proceeding that this Guarantee is illegal, 8.06(f) invalid or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding unenforceable in accordance with its terms, subject to the terms effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Company prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Merger Agreement for payment of any of the Obligations on Company in connection with such litigation or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the GuarantorGuarantors, its and each of their respective successors and permitted assigns until the Obligations have been paid in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount Closing in accordance with the terms of the Guarantor’s Guaranteed Percentage Merger Agreement, including payment of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the GuarantorMerger Consideration and Option Consideration, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any valid termination of the Merger Agreement in accordance with its terms under circumstances set forth in the Merger Agreement in which Parent and Merger Sub Purchaser would not be obligated to pay the Parent Purchaser Termination Fee under Section 8.06(bFee, (iii) the twelve (12) month anniversary of any other termination of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement its terms, except as to a claim for payment of any Obligation or expenses due under the third paragraph of Section 1 presented by the Company to Purchaser, Sub or the Guarantors on or prior to such twelve (12) month anniversary; provided, that such claim shall set forth in reasonable detail the basis for such claim and the Guarantors shall not be required to pay any claim not submitted on or before the twelve (12) month anniversary of such termination of the Merger Agreement, in which case such claim shall survive until the earlier of (A) the indefeasible payment or satisfaction in full of the full amount of the Obligations on and expenses due under the third paragraph of Section 1 (as the same may be finally determined by a court of competent jurisdiction or before such 90th day; provided mutually agreed by the parties) and (B) the final determination by a court of competent jurisdiction that if no amounts are payable hereunder, and (iv) the payment to the Guaranteed Party has initiated by any combination of Purchaser and/or the Guarantors of the full amount of the Obligations and expenses due under the third paragraph of Section 1. If any payment or payments made by Purchaser or Sub or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a claim trustee, receiver, or any other person under any bankruptcy act, state or federal law, common law or equitable cause rescinded or otherwise returned or repaid, then to the extent of such payment or payments, the Obligations and expenses due under the third paragraph of Section 1, or part thereof, hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made. Notwithstanding any other term or provision of this Limited Guarantee, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding on that the provisions of Section 1 hereof limiting the Guarantors’ liability to the Cap or before such 90th dayany other provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantors or any Non-Recourse Party with respect to the transactions contemplated by the Merger Agreement other than liability of the Guarantors under this Limited Guarantee (as limited by the provisions of Section 1), then (x) the obligations of the Guarantors under this Limited Guarantee shall terminate upon ab initio and shall thereupon be null and void, (y) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall Guarantors have no further obligations previously made any payments under this Limited Guarantee, they shall be entitled to recover such payments from the Guaranteed Party, and (z) neither the Guarantors, nor any Non-Recourse Parties shall have any further liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or under this Limited Guarantee. The Guarantors agree not to assert in any litigation or other proceeding that this Limited Guarantee following termination is illegal, invalid or unenforceable in accordance with this Section 8whole or in part.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns (and its executors, administrators, personal representatives and heirs, but only in their capacity as such) until the earliest to occur of either (ix) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee or (y) the Cash Shortfall Fee and any Other Guaranteed Amounts have been indefeasibly paid, observed, performed and satisfied in full, at which time this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under Section 8.06(b) of this Limited Guarantee. Notwithstanding the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayforegoing, this Limited Guarantee shall terminate upon and the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following as of the earliest to occur of (i) the Effective Time, (ii) payment in full of the Parent Termination Fee, or payment in full of the Cash Shortfall Fee and any Other Guaranteed Amounts, in each case pursuant to the Merger Agreement and (iii) the six-month anniversary of the valid termination of the Merger Agreement in accordance with its terms, except as to any claim for payment of any Obligation presented in writing by the Guaranteed Party to Parent or the Guarantor on or prior to such six-month anniversary (in which case, the date of termination of this Limited Guarantee shall be the date such claim is (x) resolved by a final, non-appealable order of a court specifically identified in Section 10(a) below, or (y) resolved as agreed in writing by the parties hereto); provided, that such claim shall set forth in reasonable detail the basis for such claim, and the Guarantor shall not be required to pay any claim not submitted on or before the six-month anniversary of the valid termination of the Merger Agreement. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates (other than the MD Investors or the MSDC Investor) asserts in any litigation or other proceeding that (a) the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 88 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or (b) asserting any theory of liability against the Guarantor, any Parent Party or any Specified Person with respect to this Limited Guarantee, the MD Investors Commitment Letter, the MSDC Investor Commitment Letter, the Merger Agreement or any of the transactions contemplated hereby or thereby (including in respect of any oral representations made or alleged to be made in connection therewith) (other than, solely with respect to this clause (b), any claim that is a Non-Prohibited Claim against such Person), then (A) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (B) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (C) neither the Guarantor nor any Specified Person shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement under this Limited Guarantee or otherwise.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations are satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in (except a termination pursuant to which Parent and Merger Sub would not be is obligated to pay the Parent Termination Fee under make a payment pursuant to Section 8.06(b11.04(c) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(fthereof) or 6.07(d) of the Merger Agreement, and (iviii) ninety (90) days after the first anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make any payment under Section 8.06(b11.04(c) if the Guaranteed Party has not presented a claim for payment of any Obligation to Parent and Merger Sub or the Guarantor by such first anniversary. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability, the provisions of this Section 7, the provisions of Section 8 or Section 9 hereof or the provisions of Section 11.12(a) of the Merger Agreement limiting the liability of the Parent Parties are illegal, invalid or pay unenforceable in whole or in part, or asserting any other amounts under Sections 8.06(c)theory of liability against the Guarantor, 8.06(f) Parent, Merger Sub or 6.07(d) of any Guarantor Affiliate with respect to the transactions contemplated by the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms other than liability of the Merger Agreement for payment Guarantor under this Limited Guarantee (as limited by the provisions of any Section 1), then (i) the obligations of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, Guarantor under this Limited Guarantee shall terminate upon ab initio and be null and void, (ii) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor, Parent, Merger Sub or any Guarantor Affiliate shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee following termination is illegal, invalid or unenforceable in accordance with this Section 8its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the this Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayforegoing, this Limited Guarantee shall terminate upon and the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination as of the earliest to occur of (i) the consummation of the Closing, (ii) the first anniversary after the date hereof (unless the Guaranteed Party has made a claim under this Limited Guarantee prior to such date, in accordance which case the relevant date shall be the date that such claim is finally settled, satisfied or otherwise resolved in a final judicial determination or by agreement of the Guaranteed Party and the Guarantor (or its permitted assignee) and (iii) the time at which Obligations equal to the Cap have been paid in full. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates or their respective successors and assigns asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or that any other provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Non-Recourse Party with respect to the transactions contemplated by the Merger Agreement other than the Permitted Claims, then (i) the obligations of the Guarantor under this Section 8Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, and (iii) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its controlled Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the transactions contemplated by the Merger Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all of the earliest to occur Obligations and all amounts payable under this Limited Guarantee have been indefeasibly paid, observed, performed or satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier of (i) the full amount of Closing (as defined in the Guarantor’s Guaranteed Percentage of the Obligations (subject to the CapMerger Agreement) payable under the Limited Guarantee having been paid in full by the Guarantor, and (ii) the Effective Time, (iii) the termination first year anniversary of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated terms, except as to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any Obligation presented by the Guaranteed Party to Purchaser, Merger Sub or the Guarantor by such first anniversary. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled affiliates asserts in any litigation or other proceeding that the Guarantor’s liability is greater than the amount of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim provisions of this Section 8 or proceeding on Section 9 hereof are illegal, invalid or before such 90th dayunenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Purchaser Affiliates (as hereinafter defined) with respect to the transactions contemplated by the Merger Agreement other than liability of the Guarantor under this Limited Guarantee, then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and be null and void, (ii) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Purchaser Affiliate shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee following termination is illegal, invalid or unenforceable in accordance with this Section 8its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all of the earliest Obligations and all other amounts payable under this Limited Guarantee (including the Enforcement Reimbursement Costs set forth in Section 14) have been irrevocably and indefeasibly paid in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earlier to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, Effective Time and (ii) the Effective Time, (iii) the termination first anniversary of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated not presented a claim for payment of any Obligation of Parent or Merger Sub to the Guarantor by such first anniversary. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding on that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap (including the Enforcement Reimbursement Costs set forth in Section 14) or before such 90th daythe provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliates of the Guarantor (other than Parent or Merger Sub or any Other Guarantor) with respect to the transactions contemplated by the Merger Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and be null and void, (ii) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate of any Guarantor (other than Parent or Merger Sub or any Other Guarantor) shall have any liability to the Guaranteed Party under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee following termination is illegal, invalid or unenforceable in accordance whole or in part, or asserts any theory of liability against the Guaranteed Party, then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall immediately pay on demand all reasonable fees and out of pocket expenses of the guaranteed Party in connection with such litigation or proceeding. Notwithstanding anything in this Section 8Limited Guarantee, no amendment to the Merger Agreement which amends the terms pursuant to which the Parent Termination Fee shall become payable shall be effective against the Guarantor for purposes of this Limited Guarantee unless Parent obtains the written consent of the Guarantor to such amendment.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and assigns until (and shall inure to the earliest to occur of (i) the full amount benefit of the Guarantor’s Guaranteed Percentage Company and be enforceable by the Company against such successors and assigns) until all of the Applicable Obligations (subject to have been satisfied in full. Notwithstanding the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayforegoing, this Limited Guarantee shall terminate upon and the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following as of the earlier of (a) the Effective Time and (b) the 90th day after a termination of the Merger Agreement in accordance with its terms, unless prior to the end of such 90-day period, the Company shall have commenced a legal proceeding to enforce any of its rights under the Merger Agreement and/or the Equity Commitment Letter and/or this Limited Guarantee, in which case this Limited Guarantee shall terminate upon either (i) a final, non-appealable resolution of such legal proceeding and payment in full of the Applicable Obligations, if applicable, or (ii) a written agreement signed by each of the parties hereto terminating this Limited Guarantee. Except as otherwise expressly provided herein, in the event that the Company or any of its Affiliates (i) asserts in any proceeding relating to this Limited Guarantee that the provisions of Section 81 hereof limiting the Guarantor’s liability under this Limited Guarantee to the Maximum Amount or that the provisions of Section 2(b) or Section 8 hereof are illegal, invalid or unenforceable in whole or in part, or (ii) asserts any theory of liability against the Guarantor or any Non-Recourse Party with respect to the Merger Agreement or the transactions contemplated thereby, other than the liability of the Guarantor (but not any Non-Recourse Party) under this Limited Guarantee, or of Parent or Merger Sub under the Merger Agreement, then (x) the Obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void and (y) if the Guarantor has previously made any payments under this Limited Guarantee, the Guarantor shall be entitled to recover such payments from the Company.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and This Limitex Xxxxxxxee shall remain in full force and effect and shall be binding on the Guarantor, its his successors and assigns until the Obligations are satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b7.2(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iviii) ninety (90) days after the first anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee make any payments under Section 8.06(b7.2(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated not presented a claim for payment of any Obligation to Parent and Merger Sub or any Guarantor (including the Other Guarantors) by such first anniversary. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Controlled Affiliates asserts in any litigation or other proceeding on that the provisions of Section 1 hereof limiting the Guarantor's liability to the Cap or before such 90th daythe provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and be null and void, (ii) if the date Guarantor has previously made any payments under this Limited Guarantee, he shall be entitled to recover such claim or proceeding is finally satisfied or otherwise resolved by agreement payments, and (iii) neither the Guarantor nor any Affiliate of the parties hereto or pursuant to Section 10. The any Guarantor shall have no further obligations any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee following termination is illegal, invalid or unenforceable in accordance with this Section 8its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Guaranteed Party prevails in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the guaranteed Party in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d3(c), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect effect, and shall continue to be binding on the Guarantor, its Guarantors and their successors and or assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having have been paid in full by full. Notwithstanding the Guarantorforegoing, or anything express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and the Guarantors shall have no further obligations under or in connection with this Limited Guarantee as of the earliest of: (iia) the Effective Time, ; (iiib) in the case of a termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under terms, in circumstances in other than pursuant to which Parent and and/or Merger Sub would not be obligated required pursuant to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay to make any other amounts under Sections 8.06(c)payment of any Guaranteed Obligations, 8.06(f) or 6.07(d) of the Merger Agreement, upon such termination; and (ivc) ninety (90) days after any in the case of a termination of the Merger Agreement in accordance with its terms under circumstances in pursuant to which Parent and and/or Merger Sub would be obligated required pursuant to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay to make any other amounts under Sections 8.06(c)payment of any Guaranteed Obligations, 8.06(fthe date falling 90 days after such termination (unless, in the case of clause (c) or 6.07(d) of the Merger Agreement unless above, the Guaranteed Party has initiated previously made a claim or proceeding under this Limited Guarantee prior to such date, in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, which case this Limited Guarantee shall terminate upon the date final, non-appealable resolution of such claim action and satisfaction by the Guarantors of any obligations finally determined or agreed to be owed by the Guarantors, consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding that (i) the provisions of Section 1 hereof limiting the Guarantors’ liability to the Cap and limiting the Guaranteed Party’s enforcement hereof to the payment of money only, (ii) the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part, (iii) any Guarantor is finally satisfied or otherwise resolved by agreement liable in excess of its Guaranteed Percentage of the parties hereto Guaranteed Obligation, (iv) the Guarantors are collectively liable to a greater extent than the Cap, or (v) any theory of liability against any Guarantor or any Non-Recourse Party (as defined in Section 8 hereof) with respect to the Merger Agreement or the transactions contemplated thereby or the liability of any Guarantor under the Limited Guarantee, other than Retained Claims (as defined in Section 8 hereof) asserted by the Guaranteed Party against any Guarantor or the Non-Recourse Parties against which such Retained Claims may be asserted pursuant to Section 10. The Guarantor shall have no further 8, then: (x) the obligations of the Guarantors under or in connection with this Limited Guarantee following termination shall terminate void ab initio and be null and void, (y) if any Guarantor has previously made any payments under or in accordance connection with this Section 8Limited Guarantee, it shall be entitled to recover and retain such payments, and (z) neither any Guarantor nor any Non-Recourse Parties shall have any liability whatsoever (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under or in connection with this Limited Guarantee, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee or the Merger Agreement, or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) Obligations are satisfied in full. Notwithstanding the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayforegoing, this Limited Guarantee shall terminate upon and the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination as of the earliest of (i) the Effective Time and (ii) one year from the date of this Limited Guarantee (except to the extent that, prior to such anniversary date, the Guaranteed Parties shall have provided written notice to the Guarantor of claims under this Limited Guarantee). Notwithstanding the foregoing, in the event that the Guaranteed Parties or any of their respective Affiliates assert in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Affiliates of the Guarantor with respect to the transactions contemplated by the Merger Agreement other than (a) liability of the Guarantor under this Limited Guarantee (as limited by the provisions of Section 1), (b) liability of Parent and the other Purchaser Parties under the Merger Agreement, (c) liability of THI V Inca LLC under the THI Commitment Letter, (d) liability of Shanghai Xxx Xxxxx International Hotels (Group) Company Limited under the Xxx Xxxxx Limited Guarantee or (e) liability of Capital Gathering, LLC under the CG Commitment Letter, then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate of any Guarantor shall have any liability to the Guaranteed Parties with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee; provided, however, that if the Guarantor asserts in any litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with this Section 8its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), then, to the extent the Guaranteed Parties prevail in such litigation or proceeding, the Guarantor shall pay on demand all reasonable fees and out of pocket expenses of the Guaranteed Parties in connection with such litigation or proceeding.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and assigns until the Obligations have been satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligation under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective Time, (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) (other than a termination of the Merger Agreement or pay any other amounts under Sections 8.06(c)for which a Parent Termination Fee is, 8.06(f) or 6.07(din accordance with Section 9.3(c) of the Merger Agreement, due and owing by Parent (a “Qualifying Termination”)) and (ivc) ninety (90) days the 120th day after any termination of a Qualifying Termination unless prior to the Merger Agreement in accordance with its terms under circumstances in which 120th day after such Qualifying Termination, the Guaranteed Party shall have commenced a legal proceeding against Parent and or Merger Sub would be obligated to pay the alleging an amount is due and payable by Parent Termination Fee or Merger Sub under Section 8.06(b) of the Merger Agreement or pay any other against the Guarantor alleging amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of payable by the Merger Agreement unless Guarantor to the Guaranteed Party has initiated a claim or proceeding under this Limited Guarantee, in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, which case this Limited Guarantee shall terminate upon the date either (i) a final, non-appealable resolution of such claim and payment of the Obligation (subject to the Cap), if applicable or proceeding is finally satisfied or otherwise resolved (ii) a written agreement signed by agreement each of the parties hereto terminating this Limited Guarantee. If any payment or pursuant payments made by Parent or Merger Sub or any part thereof in respect of the Parent Termination Fee are subsequently invalidated, declared to Section 10be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made. The In the event that the Guaranteed Party or any of its Affiliates (other than the Rollover Shareholders or any of their Affiliates or any such Persons’ respective officers and directors) institutes any suit, action or proceeding or makes any claim (A) asserting that any of the provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part or that the Guarantor shall have no further obligations is liable in excess of or to a greater extent than the Cap or (B) arising under, or in connection with, the Equity Commitment Letter, the Merger Agreement or any other document or agreement entered into in connection with the Merger Agreement (other than the Retained Claims), then (1) the Obligations of the Guarantor under this Limited Guarantee following termination in accordance shall terminate ab initio and be null and void, (2) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, and (3) neither the Guarantor, Parent, Merger Sub nor any Non-Recourse Party shall have any liability to the Guaranteed Party or any of its Affiliates (other than the Rollover Shareholders or any of their Affiliates or any such Persons’ respective officers and directors) with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or under this Section 8Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all of its Obligations have been indefeasibly paid, observed, performed or satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iiiii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances set forth in the Merger Agreement in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(band (iii) the payment to the Guaranteed Party by any combination of Parent and/or the Guarantor of the full amount of the Obligations.. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates (as such term is defined in the Merger Agreement) asserts, directly or indirectly, in any litigation or other proceeding (a) that the Guarantor’s liability is greater than the amount of its Obligations, (b) that the Guarantor’s aggregate liability is greater than the Maximum Aggregate Amount, (c) that any of the other provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, (d) any theory of liability against the Guarantor or any of its respective Parent Affiliates with respect to the transactions contemplated by the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) than liability of the Merger AgreementGuarantor under this Limited Guarantee (subject to the limitations described herein) and such assertion is not immediately and irrevocably waived in writing and withdrawn for all purposes (and, and in no event later than five (iv5) ninety (90) days business day after any termination receipt of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated written notice from Guarantor to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided expressly stating that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date unless all such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination assertions are waived and withdrawn in accordance with this Section 88 ), then (i) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (ii) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover all such payments and (iii) neither the Guarantor nor any of its respective Parent Affiliates shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Merger Agreement or under this Limited Guarantee.

Continuing Guarantee. (a) Subject Unless terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations (as such Obligations may be modified pursuant to the last sentence of Section 1 hereof) is indefeasibly paid or satisfied in cash in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further Obligations under this Limited Guarantee as of the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective Time, (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party parties or under circumstances in which Parent and Merger or Acquisition Sub would not be obligated to pay make any payments under the Parent Termination Fee under last sentence of Section 8.06(b6.9(f) or Section 8.3(d) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f(c) or 6.07(d) the six month anniversary of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger or Acquisition Sub would be obligated to pay make any payments under the Parent Termination Fee under last sentence of Section 8.06(b6.9(f) or Section 8.3(d) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of if the Merger Agreement unless the Guaranteed Party Company has initiated not presented a claim or proceeding in accordance with the terms of the Merger Agreement for payment of the Obligations to either Parent, Acquisition Sub or the Guarantor by such six month anniversary, in which case as of the date such claim is finally satisfied or otherwise resolved. Notwithstanding the foregoing, in the event that the Company or any of its Subsidiaries asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or that the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part or asserts any theory of liability against any Representative (as hereinafter defined) or, other than its right to recover from the Guarantor for up to the amount of the Obligations on (subject to the Cap and the other limitations described herein), against the Guarantor, Parent or before such 90th day; provided that if Acquisition Sub, then (i) the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, Obligations of the Guarantor under this Limited Guarantee shall terminate upon ab initio and shall thereupon be null and void, (ii) if the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations has previously made any payments under this Limited Guarantee following termination in accordance it shall be entitled to recover such payments from the Company and (iii) neither the Guarantor nor any of its Representatives shall have any liability to the Company or any of its Affiliates with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter from the Guarantor to Acquisition Sub, or under this Section 8Limited Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the all Obligations (subject to the Cap) and all amounts payable under the this Limited Guarantee having have been indefeasibly paid in full by cash, observed, performed or satisfied in full. Notwithstanding the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th dayforegoing, this Limited Guarantee shall terminate upon and the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following as of the earlier of (i) the Closing and (ii) the first anniversary of any termination of the Investment Agreement in accordance with its terms, except, in the case of clause (ii), that if the Guaranteed Parties have presented a claim for payment hereunder to either Investor or Guarantor by such first anniversary then this Limited Guarantee shall remain in effect as to such claim until such claim is paid or otherwise resolved. Notwithstanding the foregoing, in the event that the Company or any of its affiliates asserts in any litigation or other proceeding that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Cap or the provisions of Section 3 hereof preserving certain defenses of Guarantor or this Section 810 or Section 11 hereof are illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability against Guarantor (other than its right to recover from Guarantor for up to the amount of the Obligations, subject to the Cap and the other limitations described herein), Investor or any other Guarantor Affiliate (as hereinafter defined) with respect to this Guarantee or the transactions contemplated by the Investment Agreement, then (i) the obligations of the Guarantor under this Guarantee shall terminate ab initio and be null and void, (ii) if the Guarantor has previously made any payments under this Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor Investor nor any of the other Guarantor Affiliates shall have any liability to the Company with respect to the transactions contemplated by the Investment Agreement or under this Guarantee.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations have been indefeasibly paid in full. Notwithstanding the foregoing, this Limited Guarantee will terminate, and be of no further force or effect, upon the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the Guarantor, (iia) the Effective Time, (iiib) in the case of the termination of the Merger Agreement in accordance with its terms by mutual consent of the parties thereto or in circumstances where Holdco and Parent would not have any Obligations, immediately upon such termination, and (c) in the Guaranteed Party or case of a termination of the Merger Agreement under circumstances in which Holdco or Parent and Merger Sub would not be obligated to pay have any Obligations, the Parent Termination Fee under Section 8.06(bdate that is six (6) months following the date of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c)(provided, 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated made a claim or proceeding on or before under this Limited Guarantee prior to such 90th daydate of termination, this Limited Guarantee shall terminate upon the date earlier of (i) a final, non-appealable resolution of such claim or proceeding is finally satisfied or otherwise resolved and payment of the Guarantors’ obligations hereunder (subject to each Guarantor’s Maximum Amount), if applicable and (ii) a written agreement signed by agreement each of the parties hereto terminating this Limited Guarantee.). Notwithstanding the foregoing, in the event that the Guaranteed Party or pursuant any of its controlled Affiliates asserts in any litigation or other proceeding that any provision of this Limited Guarantee limiting each Guarantor’s liability to Section 10. The Guarantor shall have no further the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the Guarantors are liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party or, other than its rights to recover from the Guarantors with respect to the Obligations, the Guarantors, Holdco, Parent or Merger Sub with respect to the transactions contemplated by the Merger Agreement, then (x) the obligations of the Guarantors under this Limited Guarantee following termination in accordance shall terminate ab initio and be null and void, (y) if a Guarantor has previously made any payments under this Limited Guarantee, such Guarantor shall be entitled to recover such payments and (z) neither the Guarantors nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby, the Equity Financing or under this Section 8Limited Guarantee.

Continuing Guarantee. Unless terminated pursuant to this Section 6, this Guarantee (a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall will remain in full force and effect until the indefeasible payment and shall satisfaction in full (subject to each Guarantor’s Cap) of all of the Guaranteed Obligations; (b) will be binding on the Guarantor, upon each Guarantor and its successors and assigns until assigns; and (c) will inure to the benefit of, and be enforceable by, the Company and its respective successors, transferees and assigns. Notwithstanding the foregoing, this Guarantee will terminate automatically and immediately without the giving of notice, and no Guarantor will have any further rights or obligations pursuant to this Guarantee, as of the earliest to occur of (i) the full amount Closing in accordance with the terms of the Guarantor’s Guaranteed Percentage Merger Agreement, including the payment by Parent and Merger Sub of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full all amounts contemplated by the Guarantor, Article II thereof; (ii) the Effective Time, (iii) the valid termination of the Merger Agreement in accordance with its terms Section 8.1(a) thereof by mutual consent of Parent and the Guaranteed Party parties thereto or under in any other circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(bis not due; (iii) of two months following the date on which the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any termination of the Merger Agreement is validly terminated in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) when any portion of the Merger Agreement or pay Guaranteed Obligations is payable, except that any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim or proceeding in accordance with the terms of the Merger Agreement for payment of any of the Guaranteed Obligations on presented by the Company to Parent, Merger Sub or before the Guarantors during such 90th daytwo month period will survive such termination until finally resolved; provided that if (iv) performance of the Guaranteed Obligations pursuant to the terms hereof; and (v) the date of commencement of any Claim by the Company or any Company Related Party has initiated a claim or proceeding on or before such 90th dayprohibited by Section 4 of this Guarantee. In the event of the commencement of any Claim of the type specified in the above clause (v), then: (x) the Guaranteed Obligations of the Guarantors under this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. The ab initio and be null and void, (y) if any Guarantor shall have no further obligations previously made any payments under this Limited Guarantee following termination Guarantee, it shall be entitled to recover and retain any and all such payments, and (z) neither the Guarantors nor any other Non-Recourse Party shall have any liability whatsoever (whether at law or in accordance equity, whether sounding in contract, tort, statute or otherwise) to the Company or any other Person or entity in any way under or in connection with this Section 8Guarantee, the Merger Agreement or any other agreement or instrument delivered in connection therewith, or the transactions contemplated hereby or thereby.

Continuing Guarantee. (a) Subject to the last sentence of Section 3(d), this This Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, Guarantor and its successors and assigns until the Obligation has been satisfied in full. Notwithstanding the foregoing, this Limited Guarantee shall terminate and the Guarantor shall have no further obligation under this Limited Guarantee as of the earliest to occur of (ia) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having been paid in full by the GuarantorClosing, (ii) the Effective Time, (iiib) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) (other than a termination of the Merger Agreement or pay any other amounts under Sections 8.06(c)for which a Parent Termination Fee is, 8.06(f) or 6.07(din accordance with Section 8.2(c) of the Merger Agreement, due and owing by Parent (a “Qualifying Termination”) and (ivc) ninety (90) days the 120th day after any termination of a Qualifying Termination unless prior to the Merger Agreement in accordance with its terms under circumstances in which 120th day after such Qualifying Termination, the Guaranteed Party shall have commenced a legal proceeding against Parent and Merger Sub would be obligated to pay the alleging a Parent Termination Fee under Section 8.06(b) of is due and owing or against the Merger Agreement or pay any other Guarantor alleging amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of payable by the Merger Agreement unless Guarantor to the Guaranteed Party has initiated a claim or proceeding under this Limited Guarantee, in accordance with the terms of the Merger Agreement for payment of any of the Obligations on or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, which case this Limited Guarantee shall terminate upon the date either (i) a final, non-appealable resolution of such claim and payment of the Obligation (subject to the Cap), if applicable or proceeding is finally satisfied or otherwise resolved (ii) a written agreement signed by agreement each of the parties hereto terminating this Limited Guarantee. In the event that the Guaranteed Party or pursuant any of its Affiliates institutes any suit, action or proceeding or makes any claim asserting that any of the provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part or that the Guarantor is liable in excess of or to Section 10. The a greater extent than the Cap, then (1) the Obligation of the Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance shall terminate an initio and be null and void, (2) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, and (3) neither the Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the transactions contemplated by this Section 8Limited Guarantee.

Continuing Guarantee. (a) Subject Until terminated pursuant to the last sentence of this Section 3(d)8, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations (as such Obligations may be modified pursuant to the last sentence of Section 1 hereof) are satisfied in full. Notwithstanding the foregoing, in addition to any termination arising as provided in the last sentence of this Section 8, this Limited Guarantee shall terminate (other than Section 7 and Sections 9 through 17, all of which shall survive the termination of this Limited Guarantee), and the Guarantor shall have no further liability or obligations under this Limited Guarantee, as of the earliest to occur of (i) the full amount of Closing (but only if the Guarantor’s Guaranteed Percentage of Merger shall have been consummated and the Obligations (subject to the Cap) payable under the Limited Guarantee having Required Amounts shall have been paid funded in full by the Guarantorfull), (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days after any valid termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay none of the Parent Termination Fee under Section 8.06(bFee, Enforcement Costs or Reimbursement Obligations are payable (a termination pursuant to this clause (ii), an “Applicable Termination”), (iii) with respect to the obligation to make payment of the Parent Termination Fee, the payment to the Guaranteed Party of an aggregate amount equal to the Parent Termination Fee, (iv) with respect to the obligation to make payment of the Enforcement Costs, the payment to the Guaranteed Party of an aggregate amount equal to the Enforcement Costs, (v) with respect to the obligation to make a payment of Reimbursement Obligations, the payment to the Guaranteed Party of such Reimbursement Obligations and (vi) the 180th day after the valid termination of the Merger Agreement under circumstances in which the Parent Termination Fee, Enforcement Costs or pay any other amounts under Sections 8.06(c)Reimbursement Obligations are payable (a “Qualifying Termination”) unless, 8.06(f) or 6.07(d) of the Merger Agreement unless prior to such 180th day, the Guaranteed Party has initiated a claim commenced an action, suit or legal proceeding in accordance with writing against Parent alleging the terms Parent Termination Fee, Enforcement Costs or Reimbursement Obligations are due and owing or against the Guarantor that amounts are due and owing from the Guarantor pursuant to Section 1 of the Merger Agreement for payment of any of the Obligations on or before such 90th daythis Limited Guaranty (a “Qualifying Suit”); provided provided, that if the Guaranteed Party a Qualifying Termination has initiated occurred and a claim or proceeding on or before Qualifying Suit is made prior to such 90th day, the Guarantor will not have any further liability or obligation under this Limited Guarantee Guaranty from and after the earliest to occur of (A) the Closing (but only if the Merger shall terminate upon have been consummated and the date Required Amounts shall have been funded in full), (B) a final, non-appealable judgment of a court of competent jurisdiction of such claim Qualifying Suit determining that either Parent does not owe the Parent Termination Fee, any Enforcement Costs or proceeding is finally satisfied any Reimbursement Obligations or otherwise resolved by agreement of that the parties hereto or Guarantor does not owe any amount pursuant to Section 101 of this Limited Guaranty, (C) a written agreement between the Guarantor and the Guaranteed Party terminating the obligations and liabilities of the Guarantor pursuant to this Limited Guaranty and (D) payment in full of the Obligations by the Guarantor or payment of the Parent Termination Fee, any Enforcement Costs and any Reimbursement Obligations by Parent. The In the event that the Guaranteed Party or any of its controlled Affiliates or any of their respective members, managers, officers, directors, employees, agents or attorneys (“Representatives”) acting on its behalf asserts in writing, any claim relating to this Limited Guarantee, or in any action, suit or legal proceeding, that the provisions of Section 1 hereof limiting the Guarantor’s monetary obligation to the Maximum Amount or that the provisions of Section 9 hereof are illegal, invalid or unenforceable in whole or in part, or asserts any theory of liability or seeks any remedies against any Guarantor/Parent Affiliate other than a Permitted Claim, then, in each case, (a) all obligations of the Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with (including the Obligations) shall automatically terminate and thereupon be null and void and (b) if the Guarantor has previously made any payments under this Section 8Limited Guarantee, it shall be entitled to have such payments refunded by the Guaranteed Party.

Continuing Guarantee. (a) Subject to Each of the last sentence Guarantors’ obligations hereunder shall constitute a continuing and irrevocable guarantee of Section 3(d), this Limited Guarantee may not be revoked all Guaranteed Obligations now or terminated hereafter existing and shall remain in full force and effect and until all Guaranteed Obligations shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap) payable under the Limited Guarantee having have been paid in full in cash (other than Unliquidated Obligations that have not yet arisen) and the Commitments and all Letters of Credit issued under the Credit Agreement shall have terminated or expired or, in the case of all Letters of Credit, are fully collateralized on terms reasonably acceptable to the Administrative Agent, at which time, subject to all the foregoing conditions, the guarantees made hereunder shall automatically terminate. The liability of Guarantors under this Guaranty shall continue, notwithstanding the payment in full of the Guaranteed Obligations, if any payment made on the Guaranteed Obligations (including any amount payable by the GuarantorBorrower or any other party under the Credit Agreement, (iiany Swap Agreement, any Banking Services Agreement or any other Loan Document) is rescinded, must otherwise be restored or returned upon the Effective Timeinsolvency, (iii) the termination bankruptcy or reorganization of the Merger Agreement in accordance Borrower, or is subsequently recovered from Lenders under any federal, state or other bankruptcy, insolvency or similar law, each of the Guarantors’ obligations hereunder with its terms by mutual consent respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Secured Parties shall have the right of Parent immediate recourse against the Guarantors for full and immediate payment of the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay Obligations guaranteed at any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement, and (iv) ninety (90) days time after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement or pay any other amounts under Sections 8.06(c), 8.06(f) or 6.07(d) of the Merger Agreement unless the Guaranteed Party has initiated a claim Obligations, or proceeding any part thereof, have not been paid in accordance with full according to the tenor and under the terms of the Merger Agreement for payment instruments governing such Guaranteed Obligations, whether on demand, at fixed maturity, or maturity accelerated by reason of any a default (each reference in this Guaranty to rights and entitlements of the Obligations on Secured Parties and actions or before such 90th day; provided that if the Guaranteed Party has initiated a claim or proceeding on or before such 90th day, this Limited Guarantee shall terminate upon the date such claim or proceeding is finally satisfied or otherwise resolved by agreement omissions of the parties hereto or Secured Parties in connection with the enforcement of this Guaranty shall be construed to include rights, entitlements, acts and omissions of the Administrative Agent acting on behalf of the Secured Parties pursuant to Section 10. The Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8the Credit Agreement, whether or not expressly so indicated).