Buyer Guarantor hereby unconditionally and irrevocably guarantees, as a principal and not as a surety, to Seller the prompt and full performance and payment of Buyer’s obligations under this Agreement (the “Buyer Obligations”), and Seller hereby agrees and acknowledges that Buyer Guarantor is a signatory to this Agreement solely for such purpose. Seller may seek remedies directly from Buyer Guarantor with respect to the Buyer Obligations without first exhausting its remedies against Buyer. The liability of Buyer Guarantor hereunder is, in all cases, subject to all defenses, setoffs and counterclaims available to Buyer with respect to performance or payment of the Buyer Obligations. Buyer Guarantor waives presentment, demand and any other notice with respect to any of the Buyer Obligations and any defenses that Buyer Guarantor may have with respect to any of the Buyer Obligations other than as set forth in the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, the guarantee set forth in this Section 10.14 shall terminate and be of no further force or effect upon the earlier to occur of # the Closing and # termination of this Agreement pursuant to Section 9.01, except that the obligations of Buyer Guarantor shall terminate thirty (30) days following the termination of this Agreement pursuant to Section 9.01(d) (unless a Claim is made hereunder prior to the end of such thirty (30) day period, in which case the obligations pursuant to this Section 10.14 shall terminate upon the resolution of such Claim).

Seller Guarantor hereby unconditionally and irrevocably guarantees, as a principal and not as a surety, to Buyer the prompt and full payment of Seller’s monetary obligations under this Agreement that are required to be paid by Seller from and after the Closing (the “Seller Obligations”), and Buyer hereby agrees and acknowledges that Seller Guarantor is a signatory to this Agreement solely for such purpose. Buyer may seek remedies directly from Seller Guarantor with respect to the Seller Obligations without first exhausting its remedies against Seller. The liability of Seller Guarantor hereunder is, in all cases, subject to all defenses, setoffs and counterclaims available to Seller with respect to performance or payment of the Seller Obligations and limitations contained in this Agreement. Seller Guarantor waives presentment, demand and any other notice with respect to any of the Seller Obligations and any defenses that Seller Guarantor may have with respect to any of the Seller Obligations other than as set forth in the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, the guarantee set forth in this Section 10.15 shall terminate and be of no further force or effect upon # with respect to the indemnification obligations set forth in # [Sections 8.01(a)(iii) and 8.01(a)(iv)], the date that is thirty (30) days after the fourth (4th) anniversary of the Closing Date or # with respect to a breach of the covenant set forth in Section 5.13(a) (Non-Solicitation), the date that is thirty (30) days after the second (2nd) anniversary of the Closing Date, # with respect to any indemnification obligations arising out of the breach of any pre-Closing covenant or agreement of the Seller set forth herein, the date that is nine (9) months after the Closing Date and # with respect to all representations, warranties and all other obligations of the Seller hereunder, the earlier of # the date on which such representations, warranties or other obligations of Seller no longer survive in accordance with Section 7.01 and # the second (2nd) anniversary of the Closing Date (unless, in each case, a Claim is made hereunder prior to the end of such survival period, in which case the obligations pursuant to this Section 10.15 shall terminate upon the resolution of such Claim).