Limited Guaranty. Concurrently with the execution and delivery of this Agreement, the Sponsor is executing and delivering to the Company a limited guaranty related to certain of Parent’s and Merger Sub’s obligations under the Merger Agreement (the “Limited Guaranty”). The parties hereto hereby agree and acknowledge that the Company’s rights pursuant to clause ‎(ii) of the first sentence of Section ‎5 hereof, the Company’s rights against Parent and Merger Sub pursuant to the Merger Agreement and the Company’s right to assert any other Retained Claim (as defined in the Limited Guaranty) against the Non-Recourse Party(ies) (as defined in the Limited Guaranty) against which such Retained Claim may be asserted as set forth in Section Error! Reference source not found. of the Limited Guaranty, shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor or any other Non-Recourse Party in respect of any liabilities or obligations arising under, or in connection with, this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby or the negotiation thereof, including in the event that Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this Agreement.

Guaranty. A Guaranty, dated as of the Closing Date, duly executed by each Guarantor;

Guaranty. To secure the prompt and full payment when due of the Indebtedness, Borrowers shall cause the Guarantor to execute and deliver to the Bank at Closing its Guaranty Agreement under which Guarantor shall absolutely and unconditionally guaranty the prompt repayment of the Indebtedness.

Guaranty. Borrowers shall have caused the Guarantor to deliver the Guaranty Agreement to the Bank, appropriately executed.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of # any and all existing and future Obligations including any and all indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Agent and/or Lenders (collectively, the Agent, Lenders, and any Person who was a Lender or an Affiliate of a Lender at the time such Lender or Affiliate and a Loan Party entered into a Swap Contract entered into in connection with the Loans shall be referred to herein as the “Secured Parties”) arising under the Credit Agreement, the Loan Documents, any Swap Contracts, [[Sections 2, 10 and 17]7]7]] of this Guaranty, any other instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Agent in connection with the collection or enforcement thereof) and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrowers under the Bankruptcy Code, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrowers of any proceeding under any Debtor Relief Laws and # any and all debts, liabilities, obligations, covenants and duties of any Loan Party arising under any Swap Contract entered into in connection with the Loans by any Loan Party with respect to a Person who is a Credit Party or an Affiliate of a Secured Party at the time such Swap Contract was entered into (whether or not such Secured Party or Affiliate thereof ceases to be a party to the Credit Agreement) (collectively, the “Guaranteed Obligations”); provided that the “Guaranteed Obligations” shall exclude any Excluded Swap Obligations. The Agent’s and/or Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive (absent manifest error) for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than the defense that the Guaranteed Obligations have been fully and finally performed and paid). Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law.

Guaranty. (1) If the obligation of Guarantor under the Guaranty is limited or terminated by operation of law or Guarantor thereunder, except to the extent permitted by the terms of the Loan Documents, # if Guarantor shall fail to perform or comply with any covenant, term, or condition contained in the Guaranty or other Loan Documents to which it is a party (and except in the case of [Section 8(b)] of the Guaranty, such failure shall not have been remedied or waived within 15 days after receipt of notice from Agent of the occurrence thereof), or # any financial statement, representation, warranty, or certification made or furnished by Guarantor under this Agreement, the Guaranty or in any document, letter, or other writing or instrument furnished or delivered by Guarantor to Agent or any Lender pursuant to or in connection with this Agreement, the Guaranty or any other Loan Document to which it is a party, or as an inducement to the Lender Group to enter into this Agreement or any other Loan Document shall have been false, incorrect, or incomplete in any material respect (except that such materiality qualifier shall not be applicable to any representation or warranty to the extent that such representation or warranty is qualified or modified by materiality) when made, effective, or reaffirmed, as the case may be;

Guaranty. If the obligation of any Guarantor under any guaranty of the Obligations is limited or terminated by operation of law or by such Guarantor (other than in accordance with the terms of this Agreement);

Guaranty. The Guaranty executed by each Guarantor;

Limited Liability. The obligations of each party hereto are intended to be binding only on such party and the property of such party, and shall not be personally binding upon, nor shall any resort be had to, the private properties of any of its trustees, partners, officers, beneficiaries, directors, members, or shareholders, or of its investment manager, the general partners, officers, directors, members, or shareholders thereof, or any employees or agents of such party or its investment manager.

Limited Effect. Except to the extent specifically amended or modified hereby, the provisions of the Stock Pledge Agreement shall not be amended, modified, impaired or otherwise affected hereby.

Limited Waiver. Subject to the terms and conditions set forth herein, ​ signatory hereto hereby waive the Specified Default; provided that each of the parties hereto agrees that, notwithstanding anything to the contrary in the Credit Agreement, a failure by the Borrower to deliver the 2018 Audited Financial Statements to the Administrative Agent on or prior to ​ shall constitute an immediate Event of Default.

Limited Waiver. In reliance upon the representations and warranties of the Borrowers set forth in this Eighth Amendment, notwithstanding anything to the contrary in the Credit Agreement, Lender hereby waives (the “Limited Waiver”) the Event of Default resulting from the Loan Parties’ failure to obtain the minimum Canadian availability required by [Section 8.12(c)] of the Credit Agreement as of ​ (the “2018 Canadian Availability Event of Default”). This Limited Waiver only pertains to the 2018 Canadian Availability Event of Default and shall not be deemed to constitute a waiver or consent to any other matter except as specifically set forth herein.

Limited Liability. None of the Administrative Agent, the Lenders, any Issuing Bank, or any of their Related Parties, will have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Bank, or any of the circumstances referred to in [[clauses (a), (b) or (c) of Section 2.05(6)])])]]; provided that the foregoing will not be construed to excuse the applicable Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are

Limited Warranty. OTHER THAN THE WARRANTIES EXPRESSLY STATED ABOVE, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES RELATING TO THE LICENSED SOFTWARE, THE DOCUMENTATION OR THE MAINTENANCE SERVICES COVERED BY THIS OEM AGREEMENT, AND KX EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. KX DOES NOT WARRANT AND HEREBY DISCLAIMS ANY IMPLIED WARRANTY THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED.

Limited Transferability. Notwithstanding the provisions of [Section 11(a)] and subject to federal and state securities laws, the Committee may on a case-by-case basis grant or amend Nonstatutory Stock Options that permit a Participant to transfer the Options to one or more immediate family members, to a trust for the benefit of immediate family members, or to a partnership, limited liability company, or other entity the only partners, members, or interest-holders of which are among the Participant’s immediate family members. Consideration may not be paid for the transfer of Options. The transferee of an Option shall be subject to all conditions applicable to the Option prior to its transfer. The agreement granting the Option shall set forth the transfer conditions and restrictions. The Committee may impose on any transferable Option and on stock issued upon the exercise of an Option such limitations and conditions as the Committee deems appropriate in its sole discretion.

Limited Effect. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. This Amendment shall not be deemed # to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document other than as expressly set forth herein, # to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or # to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrowers, any of their Subsidiaries or any other Person with respect to any other waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

The Manufacturer warrants that all Products will be free from material defects in workmanship for a period of twelve (12) months from the date of shipment (the “Warranty Period”). The term “defect” shall mean a substantial non-conformity of the Products with the technical specifications for such Products. Any claim made pursuant to this limited warranty shall be made only by the Distributor in writing, and only during the Warranty Period. The Distributor shall be required to furnish to Manufacturer evidence of any purported material defects, in such form as may be reasonably requested by the Manufacturer (including, but not limited to, the Distributor’s obligation to return the defective Product to the Manufacturer, at the Distributor’s expense, for inspection). In the event that the Product is found to be defective, in the sole and absolute discretion of the Manufacturer, the Distributor will be reimbursed the cost of return shipment, and shall receive, at the Manufacturer’s option, either # replacement Product(s), or # a credit equivalent to the purchase price of the defective Product, which credit can be applied to the cost of future purchases by the Distributor from the Manufacturer. In no event shall the Manufacturer be obligated to inspect, remove, repair or replace any defective Product, and the Distributor shall be solely responsible for handling warranty claims on behalf of its end user customers. The Distributor’s exclusive remedy for any Product with a material defect, and the Manufacturer’s entire liability in contract, tort or otherwise therefor, is as specifically set forth in this Section.

1.1Guaranty of Payment. The Guarantors hereby jointly and severally agree to act as surety for the Guaranteed Obligations (as defined in [Section 1.2] of this Agreement), and irrevocably and unconditionally guaranty to the Guaranteed Parties that the Guaranteed Obligations shall be paid in full when due and payable, whether at the stated or accelerated maturity thereof or upon any mandatory or voluntary prepayment or otherwise.