Contract analysis

Section 1.01 — Defined Terms Capitalized terms used and not otherwise defined in this Guarantee Agreement shall have the meanings assigned to such terms in the Credit Agreement. 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, in its capacity as administrative agent under the Credit Agre

Section 1.02 — Rules of Construction The rules of interpretation and construction set forth in Section 1.02 of the Credit Agreement (or, if applicable, such other section of the Credit Agreement setting forth rules of interpretation) shall apply to this Guarantee Agreement as if fully set forth herein. Without limiting the generality of the foregoing: (a) the term "including" and words of similar import shall be cons

Section 2.01 — Guarantee of the Guaranteed Obligations Each Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Collateral Agent, for the ratable benefit of the Secured Parties, the due and punctual payment and performance of all Guaranteed Obligations when and as the same shall become due and payable, whether at stated maturity, by required prepayment, by acceleration, by dema

Section 2.02 — Obligations Unconditional The obligations of each Guarantor under this Guarantee Agreement are absolute and unconditional, irrespective of: (a) the value, genuineness, validity, regularity, or enforceability of the Credit Agreement, any other Loan Document, or any other agreement or instrument relating thereto, or the validity of the Guaranteed Obligations or any part thereof; (b) any substitution, rel

Section 2.03 — Waivers Each Guarantor hereby expressly waives, to the fullest extent permitted by applicable law: (a) promptness, diligence, notice of acceptance of this Guarantee Agreement, and notice of the incurrence of any Guaranteed Obligation or any increase in the amount of the Guaranteed Obligations; (b) demand for payment or performance, presentment, protest, notice of dishonor, notice of non-payment, notice

Section 2.04 — Guarantee of Payment; Continuing Guarantee This Guarantee Agreement is a guarantee of payment and not of collection. Each Guarantor agrees that the Collateral Agent, on behalf of the Secured Parties, may enforce this Guarantee Agreement directly against any Guarantor without first proceeding against the Borrower, any other Guarantor, or any other person, and without first resorting to or exhausting any

Section 2.05 — Subrogation; Subordination Until all Guaranteed Obligations have been indefeasibly paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted) and the Credit Agreement has been terminated and all commitments thereunder have expired or been terminated: (a) No Guarantor shall exercise or enforce, and each Guarantor hereby irrevocably waives, any right of

Section 2.06 — Acceleration If any Event of Default described in Section [●] of the Credit Agreement (relating to insolvency, bankruptcy, receivership, or similar events of default) shall occur with respect to the Borrower, all Guaranteed Obligations (whether or not then due and payable) shall be immediately and automatically due and payable by each Guarantor, without presentment, demand, protest, notice of default,

ARTICLE III — LIMITATION ON GUARANTOR LIABILITY

Section 3.01 — Limitation to Avoid Fraudulent Conveyance Notwithstanding any other provision of this Guarantee Agreement to the contrary, the obligations of each Guarantor under this Guarantee Agreement shall be limited to an aggregate amount equal to the largest amount that would not render such Guarantor's obligations under this Guarantee Agreement subject to avoidance as a fraudulent transfer or fraudulent conveya

Section 3.02 — Contribution Among Guarantors In the event that any Guarantor (a "Paying Guarantor") makes a payment under this Guarantee Agreement in respect of the Guaranteed Obligations, each other Guarantor (each a "Contributing Guarantor") shall contribute to the Paying Guarantor an amount equal to such Contributing Guarantor's pro rata share of such payment. For purposes of this Section 3.02, each Contributing G

Section 3.03 — Holdings Guarantor Limitation Notwithstanding any other provision of this Guarantee Agreement to the contrary, the guarantee of Holdings (Granite Peak NIH Holdings, LLC) under this Guarantee Agreement shall be limited to the value of the equity interests in the Borrower pledged by Holdings under the Holdings Pledge Agreement (as defined in the Credit Agreement), representing 100% of the issued and outs

ARTICLE IV — REPRESENTATIONS AND WARRANTIES Each Guarantor hereby represents and warrants to the Collateral Agent and the Secured Parties, as of the date hereof (and, with respect to any Guarantor that becomes a party hereto after the date hereof, as of the date of its joinder), as follows:

Section 4.01 — Organization and Good Standing Each Guarantor is duly organized, validly existing, and in good standing (or the equivalent thereof, to the extent such concept exists) under the laws of its jurisdiction of organization and has all requisite corporate, limited liability company, or other organizational power and authority to own and operate its properties and assets, to carry on its business as presently

Section 4.02 — Authorization; Enforceability The execution, delivery, and performance by each Guarantor of this Guarantee Agreement have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of such Guarantor, including the adoption of all necessary resolutions by the board of directors, board of managers, managing member, or other governing body of suc

Section 4.03 — No Conflicts The execution, delivery, and performance by each Guarantor of this Guarantee Agreement do not and will not: (a) violate, conflict with, or result in a breach of any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement, bylaws, operating agreement, or other organizational documents of such Guarantor; (b) violate, conflict w

Section 4.04 — Governmental Approvals No governmental consent, authorization, approval, order, license, permit, registration, declaration, or filing with, or notice to, any governmental authority is required for the execution, delivery, or performance by any Guarantor of this Guarantee Agreement or for the validity or enforceability of this Guarantee Agreement, except for (a) such consents, authorizations, approvals,

Section 4.05 — Solvency After giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents, including (a) the borrowing of the $1,400,000,000 Term Loan B facility, (b) the refinancing of the existing $879,375,000 first lien term loan facility and the termination of the existing $190,000,000 revolving credit facility with Atlas Meridian Bank, N.A. (as administrative agent), and (

Section 4.06 — Benefit Each Guarantor acknowledges and represents that it will receive direct and indirect benefits from the making of the Loans and the provision of the other financial accommodations to the Borrower under the Credit Agreement, including through the availability of intercompany financing, the strengthening and enhancement of the financial condition and creditworthiness of the consolidated enterprise

ARTICLE V — COVENANTS Each Guarantor hereby covenants and agrees with the Collateral Agent and the Secured Parties as follows:

Section 5.01 — Compliance with Credit Agreement Covenants Each Guarantor shall comply with all covenants and obligations applicable to it, as a Loan Party, under the Credit Agreement and the other Loan Documents, including, without limitation, the negative covenants set forth in Article [●] of the Credit Agreement relating to limitations on indebtedness, liens, restricted payments, investments, asset dispositions, fu

Section 5.02 — Maintenance of Existence Each Guarantor shall at all times preserve, renew, and maintain in full force and effect its legal existence and good standing (or the equivalent thereof, to the extent such concept exists) under the laws of its jurisdiction of organization, except as otherwise permitted by the Credit Agreement (including in connection with mergers, consolidations, and dissolutions expressly pe

Section 5.03 — Additional Guarantors The Borrower shall cause each domestic restricted subsidiary formed or acquired after the date hereof (other than any Excluded Subsidiary as defined in the to execute and deliver to the Collateral Agent a Joinder Agreement substantially in the form of Exhibit A hereto within the time period specified in the Credit Agreement (which is sixty (60) days after the date of formation or

Section 5.04 — Notices Each Guarantor shall promptly (and in any event within five (5) Business Days after any Responsible Officer of such Guarantor obtains knowledge thereof) notify the Collateral Agent in writing of: (a) any material change in such Guarantor's legal name, jurisdiction of organization, form of organization, or organizational identification number (or the equivalent thereof); (b) the occurrence of an

ARTICLE VI — EVENTS OF DEFAULT AND REMEDIES

Section 6.01 — Events of Default The occurrence and continuance of any Event of Default (as defined in and described in Article [●] of the Credit Agreement, including, without limitation, events of default relating to non-payment of principal, interest, fees, or other amounts; breach of representations and warranties; breach of covenants (including both affirmative and negative covenants); cross-default to other mate

Section 6.02 — Remedies Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent (acting at the direction of the Required Lenders under the Credit Agreement) may, by written notice to the Guarantors (or, in the case of an Event of Default described in Section [●] of the Credit Agreement relating to insolvency and bankruptcy, automatically and without notice): (a) declare all Guaran

Section 6.03 — Application of Payments All payments received by the Collateral Agent from the Guarantors under this Guarantee Agreement shall be applied in the order of priority specified in Section [●] of the Credit Agreement (the "Waterfall Provision"), which generally provides for application as follows: first, to the payment of all fees, costs, expenses, reimbursement obligations, and indemnification obligations

Section 7.01 — Notices All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Guarantee Agreement shall be in writing and shall be given, delivered, and deemed received in accordance with the notice provisions of the Credit Agreement. For the purposes of this Guarantee Agreement, the addresses and other contact information of the parties are as fo

Section 7.02 — Amendments and Waivers No amendment, modification, supplement, or waiver of any provision of this Guarantee Agreement, and no consent to any departure by any Guarantor from any provision hereof, shall be effective unless in writing and signed by the Collateral Agent (acting at the direction of the Required Lenders under the Credit Agreement) and each Guarantor affected thereby, and each such amendment,

Section 7.03 — Successors and Assigns This Guarantee Agreement shall be binding upon each Guarantor and its successors and assigns, and shall inure to the benefit of the Collateral Agent, the Secured Parties, and their respective successors, transferees, and assigns. No Guarantor may assign or transfer its rights or obligations under this Guarantee Agreement to any person without the prior written consent of the Coll

Section 7.04 — Governing Law THIS GUARANTEE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS-OF-LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Section 7.05 — Jurisdiction and 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 BOROUGH OF MANHATTAN, CITY OF NEW YORK, AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RE

Section 7.06 — Waiver of Jury Trial EACH GUARANTOR, THE COLLATERAL AGENT, AND EACH SECURED PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE AGREEMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN

Section 7.07 — Severability If any provision of this Guarantee Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Guarantee Agreement shall not in any way be affected or impaired thereby, and the parties shall endeavor in good faith negotiations to replace the invalid, illegal, or unenforceab

Section 7.08 — Entire Agreement This Guarantee Agreement, 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 and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties with respect to such subject matter. There are no rep

Section 7.09 — Counterparts; Electronic Execution This Guarantee Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Guarantee Agreement by facsimile or other electronic transmission (including by portable document format (.pdf) or any el

Section 7.10 — Headings The headings and captions used in this Guarantee Agreement (including the table of contents, if any) are for convenience of reference only and shall not affect the construction or interpretation of any provision of this Guarantee Agreement.

Section 7.11 — Collateral Agent Appointment Each Guarantor hereby acknowledges and consents to the appointment of Crescent Harbor Bank, N.A. as Collateral Agent under the Credit Agreement and the other Loan Documents and agrees that the Collateral Agent shall have the rights, privileges, protections, indemnities, and immunities set forth in the Credit Agreement (including those set forth in Article [●] thereof), whic

Section 7.12 — Joinder of Additional Guarantors Any domestic restricted subsidiary of the Borrower that is required to become a Guarantor under the Credit Agreement (including any such subsidiary formed or acquired after the date hereof) shall execute and deliver to the Collateral Agent a Joinder Agreement substantially in the form of Exhibit A attached hereto (a "Joinder Agreement"), together with such other documen

Section 7.13 — Release of Guarantors A Guarantor shall be automatically and unconditionally released from its obligations under this Guarantee Agreement upon the occurrence of any of the following: (a) the disposition of all of the equity interests of such Guarantor (or the disposition of all or substantially all of the assets of such Guarantor) to a person that is not (and is not required to become) a Loan Party, in

Section 7.14 — Intercreditor Agreement This Guarantee Agreement and the rights and obligations of the Guarantors and the Secured Parties hereunder are subject to the provisions of the Intercreditor Agreement (First Lien/Unsecured), dated as of [●], 2025, among Crescent Harbor Bank, N.A. (in its capacity as First Lien Collateral Agent), Pinnacle Trust Company (as trustee for the holders of the $250,000,000 7.250% Seni

Section 7.15 — No Waiver; Cumulative Remedies No failure or delay on the part of the Collateral Agent or any Secured Party in exercising any right, power, or remedy under this Guarantee Agreement, the Credit Agreement, or any other Loan Document shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or remedy shall preclude any other or further exercise thereof or the exercise

Section 7.16 — Reinstatement If, after the payment, satisfaction, or discharge of any or all of the Guaranteed Obligations, any such payment, satisfaction, or discharge is rescinded, avoided, set aside, or must be restored or returned by any Secured Party (whether in connection with any insolvency, bankruptcy, reorganization, receivership, or similar proceeding involving the Borrower, any Guarantor, or any other Loan