Termination. This Guarantee Agreement may not be terminated by the Guarantor or Borrower unless the ​ agrees in writing to terminate this Guarantee Agreement. This Guarantee Agreement shall terminate and ​ will mark this Guarantee as null and void upon ​’s receipt of payment in full of the Loan Amount.

Authorised Guarantee Agreement means an authorised guarantee agreement as defined in [section 16] of the 1995 Act;

“Loan Documents”: # this Agreement and, the Guarantee, the Notes and each Joinder Agreement, # during any New Guarantee Period, the New Guarantee and # any amendment, waiver, supplement or other modification to any of the foregoing.

“Guarantee” means the guarantee of the Loan Obligations by each Guarantor under this Agreement.

No Guarantee of Continued Employment. Nothing in this Agreement guarantees employment for any period of time.

No Guarantee of Placement, Etc. The Selling Stockholder acknowledges and agrees that # there can be no assurance that the Agent will be successful in placing Shares; # the Agent will incur no liability or obligation to the Selling Stockholder or any other Person if it does not sell Shares; and # the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Selling Stockholder.

No Guarantee of Tax Treatment. Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that # any Award intended to be exempt from Code Section 409A shall be so exempt, # any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, or # any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.

No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

No Guarantee of Continued Directorship. Participation in this Plan does not constitute a guarantee or contract with any Participating Employer guaranteeing that the Director will continue to be a director. Such participation shall in no way interfere with any rights the shareholders of a Participating Employer would have in the absence of such participation to determine the duration of the director’s service.

“Subsidiary Guarantee Agreement” means the Amended and Restated Guarantee Agreement dated as of the Restatement Effective Date, among the Subsidiaries party thereto and the Administrative Agent.