Extract to table

Capitalized terms used but not defined in this Limited Guarantee shall have the meanings ascribed to such terms in the Merger Agreement (as defined below)

Notwithstanding anything to the contrary contained in this Limited Guarantee or in the Merger Agreement, the maximum aggregate liability of the Guarantor under this Limited Guarantee shall in no event exceed Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000) (the "Cap"), which amount is equal to the Reverse Termination Fee

Once the Guarantor has made payments under this Limited Guarantee in an aggregate amount equal to the Cap, the Guarantor shall have no further payment obligations under this Limited Guarantee, and this Limited Guarantee shall thereupon terminate and be of no further force or effect

3 shall terminate automatically upon the indefeasible payment in full of all Guaranteed Obligations

This Limited Guarantee shall terminate and the Guarantor shall have no further obligations or liabilities hereunder, and this Limited Guarantee shall be of no further force or effect, upon the earliest to occur of the following: (a) the Effective Time of the Merger (i

If at any time any payment made by the Guarantor or Merger Sub in respect of any Guaranteed Obligation is rescinded, set aside, invalidated, declared to be fraudulent or preferential, or is otherwise required to be returned, restored, or repaid by the Guarantor or Merger Sub to any person for any reason whatsoever, including without limitation pursuant to any bankruptcy, insolvency, reorganization, receivership, or similar proceeding affecting the Guarantor, Merger Sub, or any other person, or pursuant to any settlement or compromise of any such proceeding, then the obligations of the Guarantor under this Limited Guarantee shall be reinstated and restored to the same extent as though the amount so rescinded, set aside, or returned had never been paid, and the Guarantor shall be liable for such reinstated amount as though such payment had never been made