Exhibit 10.8


 


AFFIRMATION OF GUARANTY


 


This AFFIRMATION OF GUARANTY
is made as of February 27, 2009 (“Affirmation”), by and among SAFEGUARD
DELAWARE, INC. (“SDI”), SAFEGUARD SCIENTIFICS (DELAWARE), INC. (“SSI”;
collectively with SDI, “Guarantors”, each, a “Guarantor”) and COMERICA BANK (“Bank”).


 


RECITALS


 


Bank and CLARIENT, INC. (“Borrower”) are parties to
that certain Amended and Restated Loan Agreement dated as of February 28,
2008, as amended from time to time (the “Agreement”).  Guarantors executed for the benefit of Bank a
Third Amended and Restated Unconditional Guaranty dated as of January 17,
2007, guarantying amounts owing by Borrower to Bank, as affirmed by that
certain Amendment and Affirmation of Guaranty dated as of February 28,
2007, as affirmed by that certain Affirmation of Guaranty dated as of March 15,
2007, as affirmed by that certain Affirmation of Guaranty dated as of November 1,
2007, as affirmed by that certain Affirmation of Guaranty dated as of July 31,
2008, and as further affirmed from time to time (collectively, the “Guaranty”).  Bank and Borrower propose to enter into a
Fifth Amendment to Amended and Restated Loan Agreement (the “Amendment”).  Bank has agreed to enter into the Amendment
provided, among other things, that each Guarantor consents to the Amendment and
agrees that the Guaranty will remain effective. 
Capitalized terms used and not otherwise defined herein shall have the
meanings given in the Agreement.


 


AGREEMENT


 


NOW, THEREFORE, each  Guarantor agrees as follows:


 


1.             Each Guarantor
consents to the execution, delivery and performance by Borrower and Bank of the
Amendment.  The Guaranty is and shall
remain in full force and effect with respect to Borrower’s Obligations (as
defined in the Agreement).  Each
Guarantor confirms that, as of the date hereof, such Guarantor has no defenses
against its obligations under the Guaranty.


 


2.             The Guaranty, as
amended hereby, shall be and shall remain in full force and effect in
accordance with its terms and hereby is ratified and confirmed in all
respects.  All references to “Agreement”
in the Guaranty shall refer to the Agreement, as amended.  Except as expressly set forth herein, the
execution, delivery, and performance of this Affirmation shall not operate as a
waiver of, or as an amendment of, any right, power, or remedy of Bank under the
Guaranty, as in effect prior to the date hereof.  Each Guarantor ratifies and reaffirms the
continuing effectiveness of all instruments, documents and agreements entered
into in connection with the Guaranty.


 


3.             Each Guarantor
represents and warrants that the representations and warranties contained in
the Guaranty are true and correct in all material respects as of the date of
this Affirmation other than (i) to the extent such representations and warranties
expressly relate to an earlier date, which representations and warranties are
true and correct as of such date; and (ii) for those changes to the
representations and warranties resulting from events, occurrences or
circumstances permitted under the applicable Loan Documents, as amended.  This Affirmation may be signed in two or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one instrument.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 


1

















 


IN WITNESS WHEREOF,
the undersigned have executed this Affirmation as of the first date above
written.


 




	
   

  	
   

  	
  SAFEGUARD DELAWARE,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  :  /s/ Brian
  J. Sisko

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SAFEGUARD SCIENTIFICS
  (DELAWARE), INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  :  /s/ Brian
  J. Sisko

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMERICA BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By :

  	
  /s/ Todd A. McDonald

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President

  
						






 


2