Extract to table

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows: Capitalized terms used but not otherwise defined in this Limited Guarantee shall have the respective meanings ascribed to such terms in the Purchase Agreement

The Guarantor acknowledges and agrees that it shall be liable for the Guaranteed Obligations as a primary obligor and not merely as a surety

If any payment made by or on behalf of the Purchaser or the Guarantor in respect of the Guaranteed Obligations is rescinded, avoided, or otherwise required to be returned or disgorged for any reason (including, without limitation, upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Purchaser or the Guarantor or upon or as a result of the appointment of a receiver, intervenor, conservator, or trustee or similar officer for the Purchaser or the Guarantor, or any substantial part of its property, or otherwise), the obligations of the Guarantor hereunder in respect of such payment shall be reinstated and this Limited Guarantee shall continue to be effective, or be reinstated, as the case may be, with respect thereto, all as though such payment had not been made

(a) The obligations of the Guarantor under this Limited Guarantee are unconditional and absolute, subject only to the Cap and the termination provisions set forth in Section 7, regardless of: (i) the validity, regularity, legality, or enforceability of the Purchase Agreement or any other agreement, document, or instrument relating thereto, including any lack of validity or enforceability of any provision of the Purchase Agreement; (ii) any change in the corporate or limited liability company existence, structure, or ownership of the Purchaser, including by way of merger, consolidation, conversion, reorganization, dissolution, or otherwise, or any change in the name, business, assets, liabilities, financial condition, or results of operations of the Purchaser; (iii) any insolvency, bankruptcy, receivership, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, or similar proceeding commenced by or against the Purchaser, including any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations in or as a result of any such proceeding; (iv) the existence of any claim, set-off, defense, reduction, abatement, or other right that the Guarantor or the Purchaser may have at any time against any Selling Stockholder, the Seller Representative, or any other person, whether in connection with this Limited Guarantee, the Purchase Agreement, the transactions contemplated thereby, or any unrelated transaction; (v) any lack of authority of any person acting or purporting to act on behalf of the Purchaser or any defect in the formation of the Purchaser; (vi) the impossibility or illegality of performance on the part of the Purchaser of its obligations under the Purchase Agreement; (vii) the addition, substitution, or release of any entity or person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Purchase Agreement; or (viii) any other circumstance (whether or not similar to the foregoing) or any act or omission that might otherwise constitute a legal or equitable defense or discharge of a guarantor or surety, it being the intent of the parties that the Guarantor's obligations hereunder shall not be discharged except by payment of the Guaranteed Obligations (subject to the Cap) or termination in accordance with Section 7

This Section 6(d) shall constitute an express anti-recourse and non-petition covenant for the benefit of each Non-Recourse Party and shall be enforceable by each Non-Recourse Party directly, as an express third-party beneficiary hereof

Any such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it was given