Contract analysis

Section 2(a). Grant of Guarantee. RAH hereby irrevocably and unconditionally guarantees to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, the due and punctual payment and performance of the Guaranteed Obligations when and as the same shall become due and payable, whether at stated maturity, by acceleration, by demand, or otherwise, subject in all respects to the terms, conditio

Section 2(b). Scope — Specified Defaults. The "Guaranteed Obligations" shall be limited exclusively to Losses arising from or relating to the following events and circumstances (collectively, the "Specified Defaults"): (i) Breach of Closing Date Representations. Any breach or inaccuracy of any Closing Date Representation of the Borrower or any Subsidiary Guarantor as of the Closing Date (that is, representations and

Section 2(c). Cap on Liability. Notwithstanding anything to the contrary contained herein, in the Credit Agreement, or in any other Loan Document, the aggregate liability of the Guarantor under this Limited Guarantee shall not exceed Five Million Dollars ($5,000,000) (the "Cap") under any and all circumstances. Once the Administrative Agent and the Lenders have received aggregate payments from RAH under this Limited

Section 3(a). Absolute and Unconditional. Subject to the limitations expressly set forth in Section 2 (including the Cap and the limitation to Specified Defaults), the obligations of RAH under this Limited Guarantee are absolute, irrevocable, and unconditional, irrespective of the value, genuineness, validity, regularity, or enforceability of the Credit Agreement, any other Loan Document, or any other agreement or in

Section 3(b). Waivers by Guarantor. RAH hereby waives, to the fullest extent permitted by applicable law: (i) promptness, diligence, notice of acceptance of this Limited Guarantee, notice of any default or Event of Default under the Credit Agreement or any other Loan Document, presentment, demand for payment, protest, and all other notices of any kind to which RAH might otherwise be entitled, including notice of the

Section 3(c). Continuing Guarantee. This Limited Guarantee is a continuing guarantee and shall remain in full force and effect until the earlier of (i) the date on which the aggregate payments made by RAH under this Limited Guarantee equal the Cap and (ii) the Termination Date (as defined in Section 10 hereof). This Limited Guarantee shall apply to all Guaranteed Obligations arising from or relating to Specified Defa

Section 5(a). Organization and Good Standing. RAH is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. RAH's Employer Identification Number is 84-3965012. RAH's registered agent for service of process in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.

Section 5(b). Power and Authority. RAH has full limited liability company power and authority to execute, deliver, and perform its obligations under this Limited Guarantee and to consummate the transactions contemplated hereby. RAH has full limited liability company power and authority to own, lease, and operate its properties and to conduct its business as presently conducted.

Section 5(c). Due Authorization. The execution, delivery, and performance of this Limited Guarantee and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of RAH, including all requisite approvals of the members, managers, and board of directors (or equivalent governing body) of RAH. No further approval, consent, authorizati

Section 5(d). Enforceability. This Limited Guarantee constitutes the legal, valid, and binding obligation of RAH, enforceable against RAH in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally, (ii) general principles of equity (whether considered in a proc

Section 5(e). No Conflicts. The execution, delivery, and performance by RAH of this Limited Guarantee do not and will not (i) conflict with, or result in a breach of, or constitute a default under, the certificate of formation, limited liability company agreement, or any other organizational document of RAH, (ii) violate any law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental au

Section 5(f). No Governmental Approvals. No consent, approval, authorization, order, registration, qualification, license, filing, or permit of or with any governmental authority or regulatory body is required to be obtained or made by RAH in connection with the execution, delivery, and performance by RAH of this Limited Guarantee or the consummation of the transactions contemplated hereby.

Section 5(g). Ownership of Borrower. RAH is the direct holder of eighty-seven and two-tenths percent (87.2%) of the issued and outstanding equity interests of the Borrower, free and clear of all liens, claims, and encumbrances (other than those created or permitted under the Credit Agreement, the Guarantee and Collateral Agreement, and the other Loan Documents). The remaining twelve and eight-tenths percent (12.8%) o

Section 5(h). Benefit. RAH acknowledges and agrees that it will derive substantial direct and indirect benefit from the Credit Agreement and the extension of credit thereunder to the Borrower. RAH has reviewed the Credit Agreement and the other Loan Documents and is familiar with the terms and conditions thereof. The execution and delivery of this Limited Guarantee by RAH is in the best interests of RAH and is necess

Section 6(a). Payment Obligations. All payments by RAH under this Limited Guarantee shall be made in immediately available funds in lawful money of the United States of America to the Administrative Agent at its office located at 311 South Wacker Drive, Suite 3200, Chicago, Illinois 60606, Attention: Catherine D. Forsythe, Managing Director, Leveraged Finance (or at such other address or to such other account as the

Section 6(b). Application of Payments. All payments received by the Administrative Agent from RAH pursuant to this Limited Guarantee shall be applied to the Guaranteed Obligations in such order and manner as the Administrative Agent shall determine in its sole and absolute discretion. Each payment received by the Administrative Agent hereunder shall reduce the remaining amount available under the Cap on a dollar-for-

Section 6(c). Taxes. All payments made by RAH under this Limited Guarantee shall be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, charges, or assessments of any nature whatsoever imposed by any taxing authority (collectively, "Taxes"), other than Taxes imposed on or measured by the overall net income or profits of the Administrative Agent or an

Section 8(a). Maintenance of Existence. RAH shall maintain its existence as a limited liability company duly organized and in good standing under the laws of the State of Delaware at all times during the term of this Limited Guarantee. RAH shall not merge with or into, or consolidate with, any other person, or dissolve, wind up, or liquidate, without the prior written consent of the Administrative Agent, unless the s

Section 8(b). No Transfer of Equity. RAH shall not sell, transfer, assign, pledge, hypothecate, or otherwise dispose of (whether in a single transaction or a series of related transactions) all or any material portion (for purposes of this Section, "material" shall mean ten percent (10%) or more of the equity interests in the Borrower held by RAH) of its equity interests in the Borrower without the prior written cons

Section 8(c). Notice of Specified Defaults. RAH shall promptly (and in any event within five (5) Business Days after becoming aware thereof) notify the Administrative Agent in writing of any event or circumstance of which RAH becomes aware that constitutes, or would reasonably be expected to result in, a Specified Default. Such notice shall describe in reasonable detail the nature of the event or circumstance and the

Section 9(a). Demand for Payment. Upon the occurrence of a Specified Default, the Administrative Agent may, at any time, deliver to RAH a written demand for payment of the Guaranteed Obligations (a "Demand"), specifying in reasonable detail (i) the nature of the Specified Default giving rise to the claim, (ii) the amount of Losses claimed to have been suffered or incurred by the Administrative Agent and/or the Lender

Section 9(b). No Requirement to Proceed Against Others First. The Administrative Agent shall not be required to make any demand upon, or pursue any claim or remedy against, the Borrower, any Subsidiary Guarantor, any other guarantor, or any other person, or to foreclose upon, exhaust, or otherwise realize upon any collateral or security for the Obligations, before or as a condition to making a Demand upon RAH or purs

Section 9(c). Cumulative Remedies. The rights and remedies of the Administrative Agent and the Lenders under this Limited Guarantee are cumulative and are in addition to, and not in substitution for, any other rights and remedies available to the Administrative Agent and the Lenders under the Credit Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement (if any), any other Loan Document, or at

Section 12(a). Governing Law. This Limited Guarantee and any claims, controversies, disputes, or causes of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Limited Guarantee and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof (other than

Section 12(b). Submission to Jurisdiction. RAH hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan and, if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York, New York County, and any appellate court from any thereof,

Section 12(c). Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO RE

Section 13(a). Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Limited Guarantee shall be effective unless set forth in a written instrument duly executed by RAH and the Administrative Agent (acting at the direction of the Required Lenders, as defined in the Credit Agreement). No failure or delay by the Administrative Agent or any Lender in exercising any right, powe

Section 13(b). Successors and Assigns. This Limited Guarantee shall be binding upon RAH and its successors, transferees, and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders and their respective successors, transferees, and assigns. RAH may not assign, delegate, or otherwise transfer any of its obligations under this Limited Guarantee without the prior written consent of the Adminis

Section 13(c). No Third-Party Beneficiaries. Except for the Administrative Agent and the Lenders (who are intended third-party beneficiaries hereof), no person shall have any rights, benefits, or remedies under or by reason of this Limited Guarantee. Nothing in this Limited Guarantee, express or implied, is intended to or shall confer upon any person (other than the parties hereto and the Lenders) any right, benefit,

Section 13(d). Severability. If any provision of this Limited Guarantee is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Limited Guarantee, and this Limited Guarantee shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein

Section 13(e). Entire Agreement. This Limited Guarantee, together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties hereto with respect to such subject matter. There are no representations,

Section 13(f). Counterparts; Electronic Execution. This Limited Guarantee may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Limited Guarantee by facsimile, portable document format (.pdf), or other electronic

Section 13(g). Headings. The section and subsection headings used in this Limited Guarantee are for convenience of reference only and shall not affect the construction or interpretation of this Limited Guarantee. References to "Sections" are to sections of this Limited Guarantee unless otherwise indicated.

Section 13(h). Relationship to Credit Agreement. This Limited Guarantee is a "Loan Document" as defined in the Credit Agreement and is subject to the applicable provisions thereof to the extent not inconsistent with the express terms hereof. In the event of any conflict or inconsistency between the terms and provisions of this Limited Guarantee and the terms and provisions of the Credit Agreement with respect to the