No Guarantee of Continued Service. THE VESTING OF THE RSUS PURSUANT TO THE VESTING SCHEDULE WILL OCCUR ONLY IF PARTICIPANT CONTINUES AS A DIRECTOR, CONSULTANT OR EMPLOYEE (AS APPLICABLE) TO THE COMPANY OR A SUBSIDIARY THROUGH THE APPLICABLE VESTING DATE. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A DIRECTOR, CONSULTANT OR EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY OR ANY SUBSIDIARY TO EFFECT A TERMINATION OF SERVICES AT ANY TIME, WITH OR WITHOUT CAUSE, IN COMPLIANCE WITH APPLICABLE LAWS NOR SHALL IT BE CONSTRUED TO AMEND OR MODIFY THE TERMS OF ANY CONSULTANCY, DIRECTORSHIP, EMPLOYMENT OR OTHER SERVICE AGREEMENT BETWEEN PARTICIPANT AND THE COMPANY OR ANY SUBSIDIARY.

Collateral Document with respect to a material portion of the Collateral after delivery thereof shall for any reason cease to create a valid and perfected Lien, except # as otherwise permitted by, or as a result of a transaction not prohibited by, the Loan Documents, # resulting from the failure of the Administrative ​ or the Collateral ​ to maintain possession or control of Collateral, # resulting from the making of a filing, or the failure to make a filing, under the Uniform Commercial Code, # as to Collateral consisting of real property to the extent that such losses are covered by a ​’s title insurance policy (unless the ​ in good faith reasonably believes that payment thereunder will not be made by the applicable insurer) or # resulting from acts or omissions of a Secured Party or the application of applicable law; or

SECTION # Execution and Delivery of Guarantee. The execution by each Guarantor of this Agreement (or a joinder to this Agreement) together with an executed guarantee substantially in the form included in [Exhibit I] evidences the Guarantee of such Guarantor.

“Guarantee Agreement” means the First Lien Guarantee Agreement among the Loan Parties and the Administrative Agent, substantially in the form of [Exhibit C].

“Guarantee” shall mean the guarantee by any Guarantor of the Borrower’s Obligations under this Agreement.

Guarantee Amount. For the purposes of this agreement, the meaning of Guarantee Amount is the following:

“Guarantee Holder” means the Party entitled to have a Guarantee granted in its favor under this Global Agreement, or, that holds Assets Granted as Guarantee of the other Party.

“Guarantee and Collateral Agreement”: the Guarantee and Collateral Agreement dated as of the Closing Date, in substantially the form attached hereto as [Exhibit A].

“Guarantee Assumption Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement (or such other form as is reasonably acceptable to the Collateral Agent) between the Collateral Agent and an entity that, pursuant to [Section 5.08] is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Collateral Agent shall request, consistent with the requirements of [Section 5.08]).

“Agreement” means this Second Lien Guarantee and Collateral Agreement.