Contract analysis

Section 1.1 — Defined Terms. Capitalized terms used but not otherwise defined in this Guaranty shall have the respective meanings ascribed to such terms in the Loan Agreement. In addition to the terms defined elsewhere in this Guaranty, the following terms shall have the following meanings when used herein: "Guaranteed Obligations" means all Obligations (as defined in the Loan Agreement) of Borrower to Lender under t

Section 1.2 — Rules of Interpretation. The rules of interpretation set forth in Section 1.02 of the Loan Agreement are hereby incorporated by reference, mutatis mutandis, and shall apply to this Guaranty. Unless the context otherwise requires, (a) the singular includes the plural and vice versa, (b) references to "Sections" and "Articles" refer to Sections and Articles of this Guaranty, (c) the words "include," "incl

Section 2.1 — Guaranty of Obligations. Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to Lender and its successors and assigns, the full and punctual payment when due (whether at stated maturity on February 16, 2026, upon acceleration pursuant to Article X of the Loan Agreement, upon mandatory prepayment, or otherwise) and performance of all Guaranteed Obligations, in each ca

Section 2.2 — Nature of Guaranty. This Guaranty is an absolute, unconditional, and continuing guaranty of payment and performance and not merely a guaranty of collection. Each Guarantor agrees that its obligations hereunder are primary obligations and are not conditioned upon any requirement that Lender first attempt to collect any Guaranteed Obligation from Borrower or any other Person or resort to any security or o

Section 2.3 — Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the commitments of Lender under the Loan Agreement have been irrevocably terminated. This Guaranty shall not be discharged, impaired, or otherwise affected by any intervening liquidation, dissolution, winding

Section 2.4 — Reinstatement. If at any time any payment or performance of any Guaranteed Obligation is rescinded, voided, avoided, set aside, or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor, conservator, trustee, or similar officer for Borro

Section 2.5 — Maximum Liability; Savings Clause. Notwithstanding any other provision of this Guaranty to the contrary, the obligations of each Guarantor hereunder shall be limited to the maximum amount that would not render such Guarantor's obligations hereunder void, voidable, or unenforceable under applicable law relating to fraudulent conveyance, fraudulent transfer, or any similar law (including, without limitati

Section 3.1 — General Waivers. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law: (a) notice of acceptance of this Guaranty by Lender and any requirement that Lender signify its acceptance hereof; (b) notice of any extension of credit to Borrower or the creation, existence, or acquisition of any Guaranteed Obligation, or of the amount of the Guaranteed Obligations outstanding

Section 3.2 — Waivers Relating to Modifications. Each Guarantor consents and agrees that Lender may, at any time and from time to time, without notice to or further assent from any Guarantor, and without in any way affecting, impairing, releasing, or discharging the obligations of any Guarantor hereunder: (a) renew, extend, accelerate, increase, or otherwise change the time, place, manner, amount, or terms of payment

Section 3.3 — Waiver of Subrogation, Contribution, and Reimbursement. Until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash, the commitments of Lender under the Loan Agreement have been irrevocably terminated, and this Guaranty has been released and terminated in accordance with its terms, each Guarantor hereby irrevocably waives any and all rights that it may have or hereafter ac

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Representations and Warranties of Each Guarantor. Each Guarantor represents and warrants to Lender as of the date hereof and as of the date of the funding of the Bridge Loan under the Loan Agreement: (a) Organization and Good Standing. (i) Arbor Health Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Its employer

Section 5.1 — Affirmative Covenants. Each Guarantor covenants and agrees that, from and after the date hereof until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the commitments of Lender under the Loan Agreement have been irrevocably terminated: (a) Maintenance of Existence and Good Standing. Each Guarantor will maintain its existence as a limited liability company or corpo

Section 5.2 — Negative Covenants. Each Guarantor covenants and agrees that, from and after the date hereof until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the commitments of Lender under the Loan Agreement have been irrevocably terminated: (a) Fundamental Changes. No Guarantor shall merge with or into, or consolidate with, any other Person, or liquidate, wind up, or diss

Section 6.1 — Subordination of Intercompany Indebtedness. Each Guarantor hereby agrees that all indebtedness of Borrower or any other Loan Party to such Guarantor (whether now existing or hereafter arising, and whether direct or indirect, absolute or contingent, matured or unmatured, secured or unsecured, liquidated or unliquidated, and howsoever evidenced, including, without limitation, intercompany loans, advances,

Section 6.2 — Payment Restriction. Until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the commitments of Lender under the Loan Agreement have been irrevocably terminated, no Guarantor shall demand, accept, receive, collect, or retain any payment, distribution, or other transfer of property on account of any Subordinated Intercompany Claim, whether in cash or in kind, and wh

Section 6.3 — Turn-Over Provision. If any Guarantor receives any payment, distribution, or other transfer on account of any Subordinated Intercompany Claim in violation of this Article 6, or if any Guarantor receives any payment, distribution, or other transfer on account of any Subordinated Intercompany Claim while a Default or Event of Default exists and is continuing, such Guarantor shall hold such payment, distri

ARTICLE 7 — EVENTS OF DEFAULT AND REMEDIES

Section 7.1 — Events of Default. Any "Event of Default" as defined in and under Article X of the Loan Agreement shall constitute an Event of Default under this Guaranty, and the occurrence of any such Event of Default under the Loan Agreement shall be deemed to have the same force and effect hereunder as though such Event of Default were fully set forth herein. Additionally, each of the following shall constitute an

Section 7.2 — Remedies. Upon the occurrence and during the continuance of an Event of Default, Lender may take any or all of the following actions: (a) declare all Guaranteed Obligations immediately due and payable and demand immediate payment from any or all Guarantors of all Guaranteed Obligations then outstanding (or, in the case of an Event of Default under Section 10.01(h) of the Loan Agreement relating to bankr

Section 8.1 — Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) on the next business day after being sent by reputable overnight courier service (with charges prepaid), (c) on the third (3rd) business day after being sent by cer

Section 8.2 — Governing Law. THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. EACH PARTY HERETO AGREES THAT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LA

Section 8.3 — Jurisdiction; Venue. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT

Section 8.4 — Waiver of Jury Trial. EACH GUARANTOR AND LENDER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, STATUTE, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO (A) CERT

Section 8.5 — Amendments; Waivers. No amendment, modification, supplement, or waiver of any provision of this Guaranty, and no consent to any departure by any Guarantor herefrom, shall in any event be effective unless the same shall be in writing and signed by each Guarantor against which enforcement of such amendment, modification, supplement, waiver, or consent is sought and by Lender, and then such amendment, modi

Section 8.6 — Successors and Assigns. This Guaranty shall be binding upon each Guarantor and its respective heirs, executors, administrators, successors, and assigns, and shall inure to the benefit of Lender and its successors and permitted assigns. No Guarantor may assign or transfer any of its rights or obligations under this Guaranty without the prior written consent of Lender, and any attempted assignment or tran

Section 8.7 — Severability. If any provision of this Guaranty is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Guaranty or invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, each Guarantor hereby w

Section 8.8 — Entire Agreement. This Guaranty, together with the other Loan Documents, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, agreements, and understandings (whether oral or written) of the parties with respect to such subject matter. There a

Section 8.9 — Counterparts; Electronic Execution. This Guaranty may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. The words "execution," "signed," "signature," and words of like import in this Guaranty shall be deemed to include electronic signatures

Section 8.10 — No Third-Party Beneficiaries. This Guaranty is solely for the benefit of Lender and its successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person (including, without limitation, Borrower, any creditor of Borrower, any creditor of any Guarantor, or any equity holder of Borrower or any Guarantor) any legal or equitable right, benefit, r

Section 8.11 — Marshalling. Lender shall not be under any obligation to marshal any assets in favor of any Guarantor or against or in payment of any or all of the Guaranteed Obligations. Each Guarantor expressly waives any right that it may have to require Lender to marshal any assets of Borrower, any Guarantor, or any other Person, or to resort to any particular asset or source of recovery, prior to enforcing Lender

Section 8.12 — Integration with Loan Agreement. This Guaranty is one of the "Loan Documents" as defined in the Loan Agreement. In the event of any express and direct conflict between the terms and conditions of this Guaranty and the terms and conditions of the Loan Agreement, the terms and conditions of the Loan Agreement shall govern and control; provided that the inclusion of supplemental terms, covenants, represen