Extract to table

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor agrees as follows: Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement

For the avoidance of doubt, the Guaranteed Obligations shall include any interest, penalties, or other amounts that may accrue on the foregoing obligations from and after the date such amounts become due and payable under the Merger Agreement; provided, however, that in no event shall the aggregate amount payable by Guarantor hereunder exceed the Cap

Notwithstanding anything to the contrary contained in this Limited Guarantee or in the Merger Agreement, the aggregate liability of Guarantor under this Limited Guarantee shall in no event exceed Fifty-Seven Million Dollars ($57,000,000) (the "Cap")

In the event Guarantor makes one or more payments hereunder, the Cap shall be reduced by the aggregate amount of all such payments, and Guarantor's remaining obligations hereunder shall be correspondingly reduced

Once the aggregate payments made by Guarantor under this Limited Guarantee equal the Cap, Guarantor shall have no further obligations or liabilities under this Limited Guarantee

If at any time any payment of any portion of the Guaranteed Obligations is rescinded, voided, or must otherwise be restored, returned, or repaid by the Company upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of Parent or Merger Sub, or upon or as a result of the appointment of a receiver, intervenor, custodian, or conservator of, or trustee or similar officer for, Parent or Merger Sub, or any substantial part of their respective property, or otherwise (including pursuant to any settlement agreement entered into by the Company in connection with any of the foregoing), Guarantor's obligations under this Limited Guarantee with respect to such payment shall continue to be effective, shall be reinstated, and shall be in full force and effect as though such payment had not been made, and all rights of the Company under this Limited Guarantee shall continue with respect to such obligations