Contract analysis

Section 1.01 — Defined Terms As used in this Guaranty, the following terms shall have the following meanings: "Administrative Agent" means Pinnacle National Bank, National Association, a national banking association organized under the laws of the United States, in its capacity as administrative agent under the Term Loan Agreement, together with its successors and assigns in such capacity. "Borrower" means Brightfiel

Section 1.02 — Rules of Interpretation Unless the context of this Guaranty otherwise requires: (a) words importing any gender include the other genders; (b) words importing the singular number include the plural number and vice versa; (c) the word "including" and words of similar import shall mean "including, without limitation," and shall not be construed to limit any general statement that it follows to the specifi

Section 2.01 — Guaranty of Obligations The Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent and the Lender, as a primary obligor and not merely as surety, the due and punctual payment in full when due (whether at the stated maturity, by required prepayment, by acceleration, by demand, or otherwise) and the performance of all obligations, liabilities, and indebtedness of the Borr

Section 2.02 — Guaranty of Payment and Not of Collection This Guaranty is a guaranty of payment and performance and not merely a guaranty of collection. The obligations of the Guarantor hereunder are independent of the obligations of the Borrower, and a separate action or actions may be brought and prosecuted against the Guarantor regardless of whether any action is brought or prosecuted against the Borrower or any o

Section 2.03 — Continuing Guaranty This Guaranty is a continuing guaranty and shall remain in full force and effect until (a) the indefeasible payment in full, in cash, of all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been asserted) and (b) the irrevocable termination of all commitments and obligations of the Lender to extend credit under the Term Loan Agreement.

Section 2.04 — Unconditional Nature of Guaranty The obligations of the Guarantor under this Guaranty are unconditional and absolute, regardless of, and shall not be released, diminished, impaired, reduced, or affected by, any of the following circumstances or events (and irrespective of whether any such circumstance or event might otherwise constitute a legal or equitable defense available to, or discharge of, the Gu

Section 2.05 — Reinstatement If at any time any payment of the principal of or interest on the term loan, or any other amount paid to the Administrative Agent or the Lender on account of the Guaranteed Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or the Lender upon the insolvency, bankruptcy, reorganization, dissolution, or liquidation of the Borrower or the Guaranto

Section 3.01 — Waiver of Suretyship Defenses The Guarantor hereby waives, to the fullest extent permitted by applicable law, each of the following: (a) any defense arising by reason of any disability, lack of authority, or other defense of the Borrower, including, without limitation, any defense based upon the application of the doctrine of impracticability or impossibility of performance, frustration of purpose, ill

Section 3.02 — Waiver of Notices The Guarantor hereby waives any right to or requirement of notice of or with respect to each of the following, to the fullest extent permitted by applicable law: (a) the acceptance of this Guaranty by the Administrative Agent or the Lender; (b) any action taken or omitted by the Administrative Agent or the Lender in reliance hereon; (c) presentment, demand for payment, protest, and no

Section 3.03 — Waiver of Subrogation Until the Guaranteed Obligations are indefeasibly paid in full, in cash, and all commitments under the Term Loan Agreement are irrevocably terminated, the Guarantor hereby irrevocably waives any and all rights of subrogation, reimbursement, contribution, indemnity, exoneration, or any other claim, right, or remedy that the Guarantor may now or hereafter have against the Borrower,

Section 3.04 — Waiver of Right to Revoke Guaranty The Guarantor hereby irrevocably waives any right to revoke, terminate, or rescind this Guaranty, and acknowledges that this Guaranty shall continue to be effective, binding, and enforceable, and may not be revoked, terminated, or rescinded by the Guarantor, until the earlier of (a) the indefeasible payment in full, in cash, of all Guaranteed Obligations (other than c

ARTICLE IV — REPRESENTATIONS AND WARRANTIES The Guarantor hereby represents and warrants to the Administrative Agent and the Lender as follows, in each case as of the date hereof and as of the date of the initial funding of the term loan under the Term Loan Agreement:

Section 4.01 — Organization and Good Standing The Guarantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Guarantor has the full limited liability company power and authority to own its properties and to conduct its business as presently conducted. The Guarantor is duly qualified and authorized to do business and is in good standing

Section 4.02 — Authority and Authorization The Guarantor has full limited liability company power and authority to execute, deliver, and perform this Guaranty and to consummate the transactions contemplated hereby. The execution, delivery, and performance by the Guarantor of this Guaranty have been duly authorized by all necessary limited liability company action on the part of the Guarantor, including, without limit

Section 4.03 — Enforceability This Guaranty has been duly executed and delivered by the Guarantor and constitutes the legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws of general applicability affecting the enforcement of creditors' righ

Section 4.04 — No Conflicts The execution, delivery, and performance by the Guarantor of this Guaranty and the consummation of the transactions contemplated hereby do not and will not: (a) violate, conflict with, or result in any breach of any provision of the Certificate of Formation or Limited Liability Company Agreement of the Guarantor; (b) violate, conflict with, or result in any breach of any applicable law, ru

Section 4.05 — No Consents Required No consent, approval, authorization, order, registration, filing, or qualification of or with any court, governmental authority, regulatory body, or any other person or entity is required for the execution, delivery, and performance by the Guarantor of this Guaranty or for the consummation of the transactions contemplated hereby, other than those that have been duly obtained or mad

Section 4.06 — Ownership of Borrower The Guarantor is the sole member and direct holder of one hundred percent (100%) of the issued and outstanding equity interests of the Borrower. Such equity interests are owned free and clear of all liens, encumbrances, security interests, and claims, other than as permitted by the Loan Documents. The Guarantor has not granted any options, warrants, or other rights to acquire any

Section 4.07 — No Litigation There is no action, suit, proceeding, investigation, or arbitration pending or, to the knowledge of the Guarantor, threatened in writing before or by any court, governmental authority, regulatory body, or arbitral tribunal against or affecting the Guarantor or any of its properties or assets that could reasonably be expected to have a material adverse effect on the Guarantor's ability to

Section 4.08 — Solvency The Guarantor is, and after giving effect to the execution, delivery, and performance of this Guaranty and the incurrence of the obligations hereunder, will be, solvent. Without limiting the generality of the foregoing: (a) the fair salable value of the Guarantor's assets exceeds and will, after giving effect to the transactions contemplated hereby, exceed the Guarantor's total liabilities (in

Section 4.09 — Benefit The Guarantor acknowledges and confirms that it will derive substantial direct and indirect economic benefit from the extensions of credit to the Borrower under the Term Loan Agreement, including by reason of the Guarantor's ownership of one hundred percent (100%) of the equity interests of the Borrower and the use of the proceeds of the term loan by the Borrower in furtherance of the Borrower'

ARTICLE V — COVENANTS The Guarantor hereby covenants and agrees with the Administrative Agent and the Lender as follows:

Section 5.01 — Preservation of Existence The Guarantor shall preserve and maintain its existence, rights, franchises, licenses, and privileges as a limited liability company under the laws of the State of Delaware, and shall not dissolve, liquidate, wind-up, terminate, merge with, or consolidate into any other entity, or sell, transfer, assign, or otherwise dispose of all or substantially all of its assets, without t

Section 5.02 — Ownership of Borrower The Guarantor shall, at all times during the term of this Guaranty, directly or indirectly own and control not less than fifty-one percent (51%) of the issued and outstanding voting equity interests of the Borrower, which threshold is consistent with the change of control provisions set forth in the Term Loan Agreement. Any failure by the Guarantor to maintain such minimum ownersh

Section 5.03 — Compliance with Laws The Guarantor shall comply in all material respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees, or awards of any governmental authority applicable to the Guarantor or its properties, assets, or business, the failure to comply with which could reasonably be expected to have a material adverse effect on the Guarantor's ability to perf

Section 5.04 — Notices The Guarantor shall promptly, and in any event within five (5) business days after the Guarantor becomes aware thereof, notify the Administrative Agent in writing of: (a) any event, occurrence, condition, or circumstance that has occurred or exists and that could reasonably be expected to have a material adverse effect on the Guarantor's ability to perform its obligations under this Guaranty or

Section 5.05 — Further Assurances The Guarantor shall, at its own cost and expense, promptly execute and deliver to the Administrative Agent such additional documents, instruments, agreements, and certificates as the Administrative Agent may from time to time reasonably request to carry out the purposes and intent of this Guaranty, to evidence the Guarantor's obligations hereunder, or to perfect or protect the rights

Section 6.01 — Subordination of Guarantor Claims Any indebtedness, liabilities, or obligations of the Borrower now or hereafter owing to the Guarantor, whether for loans, advances, equity contributions, management fees, intercompany charges, or otherwise, and any interest thereon (collectively, "Guarantor Claims"), are hereby subordinated in right of payment to the prior indefeasible payment in full, in cash, of all

Section 6.02 — Assignment of Claims in Bankruptcy In the event of any insolvency, bankruptcy, receivership, liquidation, reorganization, arrangement, composition, or other similar proceeding relating to the Borrower or its property or assets, the Guarantor agrees that it shall not prove or file any claim in competition with the Administrative Agent or the Lender in respect of any Guarantor Claim or any obligation sub

Section 7.01 — Rights of Administrative Agent and Lender Upon the occurrence of any default in the payment or performance of any Guaranteed Obligation (whether resulting from the occurrence of an Event of Default under the Term Loan Agreement or otherwise), the Administrative Agent or the Lender may, in its sole and absolute discretion, proceed directly and at once, without notice, against the Guarantor to collect an

Section 7.02 — Application of Payments Any amounts received by the Administrative Agent or the Lender from the Guarantor under or in connection with this Guaranty shall be applied in the order and manner specified in the Term Loan Agreement for the application of payments, including, without limitation, first to the payment of all costs, expenses, and indemnification obligations then due and payable, second to the pa

Section 7.03 — Set-Off In addition to any rights and remedies of the Administrative Agent and the Lender provided by law, the Administrative Agent and the Lender are hereby authorized, at any time and from time to time following the occurrence and during the continuance of any default in the payment or performance of any Guaranteed Obligation, without advance notice to the Guarantor (any such notice being expressly w

Section 8.01 — Amendments and Waivers No amendment, modification, supplement, termination, consent, or waiver of any provision of this Guaranty, and no consent to any departure by the Guarantor from the terms hereof, shall be effective unless the same shall be in writing and signed by the Guarantor and the Administrative Agent, and any such waiver or consent shall be effective only in the specific instance and for th

Section 8.02 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and shall be (a) delivered by hand, (b) sent by nationally recognized overnight courier service, (c) sent by United States registered or certified mail, return receipt requested, postage prepaid, or (d) transmitted by electronic mail (with confirmation of receipt), a

Section 8.03 — Governing Law This Guaranty and any claims, controversies, disputes, or causes of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Guaranty and the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to conflicts of law principles thereof (other than Sections 5

Section 8.04 — Submission to Jurisdiction; Venue The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, the County of New York, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in connection with any

Section 8.05 — Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, ACTION, SUIT, OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRAC

Section 8.06 — Successors and Assigns This Guaranty shall be binding upon the Guarantor and its successors, heirs, legal representatives, and assigns, and shall inure to the benefit of the Administrative Agent, the Lender, and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing, the Administrative Agent and the Lender may assign or otherwise transfer their rights un

Section 8.07 — Severability If any one or more provisions of this Guaranty shall be held to be invalid, illegal, or unenforceable in any respect by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions contained herein 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

Section 8.08 — Entire Agreement This Guaranty, together with the Term Loan 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 or contemporaneous agreements, negotiations, representations, warranties, understandings, correspondence, and communications, whether oral or written, of the parties or any of them

Section 8.09 — Counterparts This Guaranty may be executed in one or more counterparts (and by different parties hereto in different 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 Guaranty by facsimile transmission or by electronic mail in portable document format (.pdf) or

Section 8.10 — Headings The headings of the Articles and Sections contained in this Guaranty are inserted for convenience of reference only and shall not be deemed to be a part of this Guaranty or affect the meaning, construction, or interpretation of any provision hereof.

Section 8.11 — Relationship to Term Loan Agreement This Guaranty is delivered in connection with, and as a condition precedent to the initial funding under, the Term Loan Agreement, and the rights and obligations of the parties hereunder are subject to and governed by the Term Loan Agreement to the extent provided herein. In the event of any conflict or inconsistency between the terms and provisions of this Guaranty