Contract analysis

Section 1.01 — Defined Terms As used in this Guarantee Agreement, the following terms shall have the following meanings: "Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association, with its principal office located at 320 Federal Street, Boston, Massachusetts 02110, in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacit

Section 1.02 — Rules of Construction (a) Terms defined in the Credit Agreement and not otherwise defined in this Guarantee Agreement shall have the respective meanings assigned to such terms in the Credit Agreement. (b) All references herein to "Sections," "Articles," "Schedules," and "Exhibits" are, unless otherwise specified, to Sections, Articles, Schedules, and Exhibits of and to this Guarantee Agreement. (c) Unl

Section 1.03 — UCC Terms Terms defined in the UCC that are used herein and that are not otherwise defined herein or in the Credit Agreement shall have the respective meanings assigned to such terms in the UCC as in effect from time to time; provided, however, that the term "proceeds" as used herein shall have the meaning assigned thereto in the UCC and, in addition, shall include whatever is receivable or received wh

Section 2.01 — Guarantee of Guaranteed Obligations Each Guarantor hereby, jointly and severally with each other Guarantor, unconditionally and irrevocably guarantees to the Collateral Agent, for the ratable benefit of the Secured Parties, the full and punctual payment and performance when due (whether at stated maturity, which is March 28, 2032, by acceleration, by mandatory prepayment (including, without limitation,

Section 2.02 — Guarantee Absolute and Unconditional The obligations of each Guarantor hereunder are absolute, unconditional, and irrevocable, irrespective of the value, genuineness, validity, regularity, or enforceability of the Credit Agreement, any other Loan Document, or any other agreement or instrument referred to therein or herein, or any substitution, release, impairment, or exchange of any security for, or an

Section 2.03 — Waivers Each Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law: (a) diligence, presentment, demand for payment, protest, and notice of protest, default, non-payment, maturity, release, compromise, settlement, extension, or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper, and guarantees at a

Section 2.04 — Continuing Guarantee; Reinstatement (a) This Guarantee is a continuing guarantee of the Guaranteed Obligations and shall remain in full force and effect until the earliest to occur of (i) the indefeasible payment in full in cash of all Guaranteed Obligations and (ii) the termination of all commitments under the Credit Agreement, and shall not be discharged, impaired, or otherwise affected by any event

Section 2.05 — Subrogation (a) Each Guarantor hereby unconditionally and irrevocably agrees that it shall not exercise any rights of subrogation, contribution, reimbursement, indemnity, or any similar right against the Borrower or any other Guarantor, and hereby unconditionally and irrevocably waives any right to enforce any remedy that the Collateral Agent or any Secured Party now has or may hereafter have against t

Section 2.06 — Subordination of Other Obligations Any indebtedness of the Borrower now or hereafter held by any Guarantor (the "Guarantor Intercompany Debt") is hereby subordinated in right of payment to the Guaranteed Obligations and, upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, any such Guarantor Intercompany Debt shall, if the Collateral Agent so requests, be co

Section 2.07 — Acceleration of Guarantee In the event that any Event of Default under the Credit Agreement shall have occurred and be continuing and shall have resulted in the acceleration of the maturity of the Term Loans or any other amounts under the Credit Agreement (whether by declaration, by operation of law, or otherwise), then and in any such event, the Guaranteed Obligations (whether or not then due and paya

Section 2.08 — Payments (a) All payments to be made by each Guarantor under this Guarantee Agreement shall be made in Dollars, in immediately available funds, and shall be paid to the Collateral Agent at the account or accounts designated by the Collateral Agent in writing to such Guarantor, or at such other account or accounts as the Collateral Agent may from time to time designate in writing. (b) All payments by ea

Section 2.09 — Application of Payments All payments received by the Collateral Agent pursuant to this Guarantee Agreement on account of the Guaranteed Obligations shall be applied in accordance with the payment waterfall and application provisions set forth in the Credit Agreement. Each Guarantor acknowledges and agrees that, in the absence of a specific direction from the Credit Agreement or any applicable intercred

Section 2.10 — Savings Clause / Limitation on Guaranteed Obligations (a) Notwithstanding any provision of this Guarantee Agreement to the contrary, the Guaranteed Obligations of each Guarantor shall be limited to the maximum amount that can be guaranteed by such Guarantor without rendering this Guarantee, as it relates to such Guarantor, void or voidable under applicable law, including without limitation, under the p

Section 2.11 — Right of Contribution Among Guarantors (a) In the event that any Guarantor (a "Contributing Guarantor") makes a payment under this Guarantee Agreement or any amount is collected from or paid by such Contributing Guarantor pursuant to this Guarantee Agreement in excess of such Contributing Guarantor's pro rata share of such payment (determined based on the relative fair market value of the net assets of

ARTICLE III — REPRESENTATIONS AND WARRANTIES Each Guarantor hereby represents and warrants to the Collateral Agent and each Secured Party, as of the date hereof and as of the Closing Date (as defined in the Credit Agreement), as follows:

Section 3.01 — Organization and Good Standing Each Guarantor is duly organized or formed, validly existing, and in good standing (or equivalent status, where applicable) under the laws of its jurisdiction of organization or formation, as set forth on Schedule I hereto. Without limiting the generality of the foregoing: (a) The Holdings Guarantor, Granite Peak NIH Holdings, LLC, is a limited liability company duly orga

Section 3.02 — Power and Authority Each Guarantor has the requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under this Guarantee Agreement and each other Loan Document to which it is a party, to guarantee the Guaranteed Obligations, and to consummate the transactions contemplated hereby and thereby.

Section 3.03 — Authorization; Execution and Delivery The execution, delivery, and performance by each Guarantor of this Guarantee Agreement and each other Loan Document to which it is a party have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of each such Guarantor, including, where applicable, the adoption of resolutions by the board of directo

Section 3.04 — No Conflicts The execution, delivery, and performance by each Guarantor of this Guarantee Agreement and the other Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate, conflict with, or result in a breach or default under any provision of the certificate of incorporation, certificate of formation, limited liabi

Section 3.05 — Enforceability This Guarantee Agreement constitutes a legal, valid, and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws relating to or affecting the enforcement of creditors' rights generall

Section 3.06 — Governmental Approvals; Consents No consent, approval, authorization, registration, declaration, or order of, or filing with, any governmental authority or any other person is required in connection with the execution, delivery, or performance by any Guarantor of this Guarantee Agreement or the other Loan Documents to which it is a party, or the consummation of the transactions contemplated hereby or t

Section 3.07 — Solvency Each Guarantor represents that, after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents (including the incurrence of the $1,400,000,000 Term Loan B Facility, the refinancing in full of the Existing Credit Facilities, the payment of the approximately $335,000,000 dividend to Holdings, and the payment of approximately $38,625,000 in transaction f

Section 3.08 — Benefit Each Guarantor acknowledges and agrees that it will derive substantial direct and indirect benefits from the making of the Loans and the extensions of credit under the Credit Agreement, and that the guarantee and waivers set forth herein are knowingly made in contemplation of such benefits. Such benefits include, without limitation, (a) the refinancing of the Existing Credit Facilities, which r

Section 3.09 — Compliance with Sanctions and Anti-Corruption Laws (a) Each Guarantor represents and warrants that no Guarantor, nor any director, officer, employee, or, to the knowledge of such Guarantor, agent of such Guarantor, is a person that is, or is 50% or more owned or controlled by persons that are, (i) the subject or target of any Sanctions administered or enforced by the U.S. Department of the Treasury's O

ARTICLE IV — COVENANTS Each Guarantor hereby covenants and agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:

Section 4.01 — Information Each Guarantor shall promptly notify the Collateral Agent of (a) any event, occurrence, condition, or circumstance that has resulted in, or could reasonably be expected to result in, a material adverse change in the financial condition, business, operations, properties, or prospects of such Guarantor or in the ability of such Guarantor to perform its obligations under this Guarantee Agreeme

Section 4.02 — Compliance with Laws Each Guarantor shall comply in all material respects with all applicable laws, statutes, rules, regulations, orders, judgments, injunctions, writs, and decrees of any governmental authority applicable to it, its business, or its properties or assets, including, without limitation, all Sanctions, anti-corruption laws (including the FCPA), anti-money laundering laws (including the Ba

Section 4.03 — Preservation of Existence Each Guarantor shall preserve, renew, and maintain in full force and effect its legal existence and its rights, privileges, qualifications, and franchises under the laws of its jurisdiction of organization or formation, and shall qualify and remain qualified in good standing in each jurisdiction in which the character of its properties or the nature of its business makes such

Section 4.04 — Taxes Each Guarantor shall pay and discharge when due all taxes, assessments, and governmental charges or levies imposed upon it, its income, or any of its properties or assets, before the same shall become delinquent or in default, except (a) where the validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being m

Section 4.05 — Obligations Under Credit Agreement Each Guarantor covenants that it shall comply with, observe, and perform all covenants, terms, and conditions of the Credit Agreement and each other Loan Document to which it is a party, including, without limitation, all affirmative covenants and negative covenants set forth therein, including the limitations on (a) incurrence of additional indebtedness, (b) creation

Section 5.01 — Events of Default (a) Each "Event of Default" as defined in the Credit Agreement shall constitute an Event of Default under this Guarantee Agreement. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to exercise all rights and remedies available to it hereunder, under the other Loan Documents, and under applicable law, including, without limit

Section 6.01 — Remedies Upon Event of Default (a) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, and at the direction of the Required Lenders shall, exercise any and all rights and remedies available to it under this Guarantee Agreement, the Credit Agreement, the other Loan Documents, and applicable law, including, without limitation: (i) demanding immediate payment f

Section 6.02 — Application of Proceeds All proceeds received by the Collateral Agent under or in connection with this Guarantee Agreement, whether from payments made by one or more Guarantors, from the exercise of remedies, or otherwise, shall be applied in accordance with the payment waterfall and application of proceeds provisions set forth in the Credit Agreement. Each Guarantor acknowledges and consents to such a

ARTICLE VII — ADDITIONAL GUARANTORS; RELEASE

Section 7.01 — Additional Guarantors (Joinder) (a) Each domestic restricted subsidiary of the Borrower that is required to become a Guarantor pursuant to the terms of the Credit Agreement (including Section 6.12 or any other provision thereof requiring delivery of a guarantee by such subsidiary) shall execute and deliver to the Collateral Agent a Guarantee Supplement substantially in the form of Exhibit A attached he