the consummation of the transactions contemplated by the Loan Documents on the Effective Date,and thereafter on each date as required by Section 4.02 of the Credit Agreement that:     (a) It (i) is a corporation, partnership or limited liability company duly incorporated ororganized, as the case may be, validly existing and in good standing under the laws of itsjurisdiction of incorporation or organization, (ii) is duly qualified to do business as a foreignentity and is in good standing (to the extent such concept is applicable) under the laws of eachjurisdiction where the business conducted by it makes such qualification necessary, and (iii) hasall requisite corporate, partnership or limited liability company power and authority, as the casemay be, to own, operate and encumber its property and to conduct its business in each jurisdictionin which its business is conducted, except to the extent that the failure to be qualified or tohave such authority could not reasonably be expected to result in a Material Adverse Effect.     (b) It has the requisite corporate, limited liability company or partnership, as applicable,power and authority and legal right to execute and deliver this Guaranty and to perform itsobligations hereunder. The execution and delivery by it of this Guaranty and the performance ofits obligations hereunder have been duly authorized by proper corporate, limited liability companyor partnership proceedings, including any required shareholder, member or partner approval, andthis Guaranty constitutes a legal, valid and binding obligation of such Guarantor, enforceableagainst such Guarantor, in accordance with its terms, except as enforceability may be limited by(i) bankruptcy, insolvency, fraudulent conveyances, reorganization or similar laws relating to oraffecting the enforcement of creditors’ rights generally, (ii) general equitable principles(whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness,good faith and fair dealing.     (c) Neither the execution and delivery by it of this Guaranty, nor the consummation by it ofthe transactions herein contemplated, nor compliance by it with the terms and provisions hereof,will (i) conflict with the charter or other organizational documents of such Guarantor, (ii)conflict with, result in a breach of or constitute (with or without notice or lapse of time orboth) a default under any law, rule, regulation, order, writ, judgment, injunction, decree or award(including, without limitation, any environmental property transfer laws or regulations) applicableto such Guarantor or any provisions of any indenture, instrument or agreement to which the Borroweror any of the Borrower’s Subsidiaries is party or is subject or by which it or its property isbound or affected, or require termination of any such indenture, instrument or agreement except forany conflict, breach or default which could not reasonably be expected to result in a MaterialAdverse Effect, (iii) result in the creation or imposition of any Lien whatsoever upon any of theproperty or assets of such Guarantor, other than Liens permitted or created by the Loan Documents,or (iv) require any approval of such Guarantor’s board of directors, shareholders, members,partners or unitholders except such as have been obtained. Except as set forth on Schedule 3.03 tothe Credit Agreement, the execution, delivery and performance by such Guarantor of each of the LoanDocuments to which such Guarantor is a party do not and will not require any registration with,consent or approval of, or notice to, or other action to, with or by any Governmental Authority,including under any environmental property transfer act or environmental laws or regulations,except filings, consents or notices which have been made.     (d) It has no Indebtedness other than Indebtedness permitted under Section 6.01 of theCredit Agreement.     In addition to the foregoing, each of the Guarantors covenants that, prior to the discharge ofthe Guaranty as contemplated by Section 4, so long as any Lender has any Commitment orLetter of Credit outstanding under the Credit Agreement or any amount payable under the CreditAgreement or any other Secured Obligations shall remain unpaid, it will, and, if necessary, willcause the Borrower to, fully
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comply with those covenants and agreements of the Borrower applicable to such Guarantor set forthin the Credit Agreement.     SECTION 2. The Guaranty. Each of the Guarantors hereby irrevocably andunconditionally guarantees, jointly and severally with the other Guarantors, the full and punctualpayment and performance when due (whether at stated maturity, upon acceleration or otherwise) ofthe Secured Obligations, including, without limitation, (i) the principal of and interest on eachLoan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or inconnection with Letters of Credit, (iii) all other amounts payable by the Borrower under the CreditAgreement and the other Loan Documents, and including, without limitation, all Swap Obligations andBanking Services Obligations, and (iv) the punctual and faithful performance, keeping, observance,and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations ofthe Borrower contained in the Loan Documents (all of the foregoing being referred to collectivelyas the “Guaranteed Obligations”). Notwithstanding the foregoing, the release of aGuarantor permitted under the Loan Documents shall not require the consent of the holders ofobligations under such Swap Obligations or Banking Services Obligations. Upon the failure by theBorrower, or any of its Affiliates, as applicable, to pay punctually any such amount or performsuch obligation, subject to any applicable grace or notice and cure period, each of the Guarantorsagrees that it shall forthwith on demand pay such amount or perform such obligation at the placeand in the manner specified in the Credit Agreement or the relevant other Loan Document, as thecase may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocableand unconditional guaranty of payment and is not a guaranty of collection.     SECTION 3. Guaranty Unconditional. The obligations of each of theGuarantors hereunder shall be unconditional and absolute and, without limiting the generality ofthe foregoing, shall not be released, discharged or otherwise affected by:     (i) any extension, renewal, settlement, indulgence, compromise, waiver or release of orwith respect to the Guaranteed Obligations or any part thereof or any agreement relatingthereto, or with respect to any obligation of any other guarantor of any of the GuaranteedObligations, whether (in any such case) by operation of law or otherwise, or any failure oromission to enforce any right, power or remedy with respect to the Guaranteed Obligations orany part thereof or any agreement relating thereto, or with respect to any obligation of anyother guarantor of any of the Guaranteed Obligations;     (ii) any modification or amendment of or supplement to the Credit Agreement, any SwapAgreement, any Banking Services Agreement or any other Loan Document, including, withoutlimitation, any such amendment which may increase the amount of, or the interest ratesapplicable to, any of the Guaranteed Obligations guaranteed hereby;     (iii) any release, surrender, compromise, settlement, waiver, subordination ormodification, with or without consideration, of any collateral securing the GuaranteedObligations or any part thereof, any other guaranties with respect to the GuaranteedObligations or any part thereof, or any other obligation of any person or entity withrespect to the Guaranteed Obligations or any part thereof, or any nonperfection orinvalidity of any direct or indirect security for the Guaranteed Obligations;     (iv) any change in the corporate, partnership, limited liability company or otherexistence, structure or ownership of the Borrower or any other guarantor of any of theGuaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similarproceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, orany of their respective
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assets or any resulting release or discharge of any obligation of the Borrower or anyother guarantor of any of the Guaranteed Obligations;     (v) the existence of any claim, setoff or other rights which the Guarantors may have atany time against the Borrower, any other guarantor of any of the Guaranteed Obligations, theAdministrative Agent, any Secured Party or any other Person, whether in connection herewithor in connection with any unrelated transactions, provided that nothing herein shallprevent the assertion of any such claim by separate suit or compulsory counterclaim;     (vi) the enforceability or validity of the Guaranteed Obligations or any part thereofor the genuineness, enforceability or validity of any agreement relating thereto or withrespect to any collateral securing the Guaranteed Obligations or any part thereof, or anyother invalidity or unenforceability relating to or against the Borrower or any otherguarantor of any of the Guaranteed Obligations, for any reason related to the CreditAgreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, orany provision of applicable law, decree, order or regulation purporting to prohibit thepayment by the Borrower or any other guarantor of the Guaranteed Obligations, of any of theGuaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations;     (vii) the failure of the Administrative Agent to take any steps to perfect and maintainany security interest in, or to preserve any rights to, any security or collateral for theGuaranteed Obligations, if any;     (viii) the election by, or on behalf of, any one or more of the Secured Parties, in anyproceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101et seq.) (or any successor statute, the “Bankruptcy Code”), of the application ofSection 1111(b)(2) of the Bankruptcy Code;     (ix) any borrowing or grant of a security interest by the Borrower, asdebtor-in-possession, under Section 364 of the Bankruptcy Code;     (x) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portionof the claims of the Secured Parties or the Administrative Agent for repayment of all or anypart of the Guaranteed Obligations;     (xi) the failure of any other guarantor to sign or become party to this Guaranty or anyamendment, change, or reaffirmation hereof; or     (xii) any other act or omission to act or delay of any kind by the Borrower, any otherguarantor of the Guaranteed Obligations, the Administrative Agent, any Secured Party or anyother Person or any other circumstance whatsoever which might, but for the provisions ofthis Section 3, constitute a legal or equitable discharge of any Guarantor’sobligations hereunder or otherwise reduce, release, prejudice or extinguish its liabilityunder this Guaranty.     SECTION 4. Discharge Only Upon Payment In Full; Reinstatement In CertainCircumstances. Each of the Guarantors’ obligations hereunder shall remain in full force andeffect until all Guaranteed Obligations shall have been paid in full in cash (other thanUnliquidated Obligations) and the Commitments and all Letters of Credit issued under the CreditAgreement shall have terminated or expired or, in the case of all Letters of Credit, are fullycollateralized on terms reasonably acceptable to the Administrative Agent, at which time, subjectto all the foregoing conditions, the guarantees made hereunder shall automatically terminate. Ifat any time any payment of the principal of or interest on any
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Loan, Secured Obligation or any other amount payable by the Borrower or any other party underthe Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Documentis rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy orreorganization of the Borrower or otherwise, each of the Guarantors’ obligations hereunder withrespect to such payment shall be reinstated as though such payment had been due but not made atsuch time. The parties hereto acknowledge and agree that each of the Guaranteed Obligations shallbe due and payable in the same currency as such Guaranteed Obligation is denominated, but ifcurrency control or exchange regulations are imposed in the country which issues such currency withthe result that such currency (the “Original Currency”) no longer exists or the relevantGuarantor is not able to make payment in such Original Currency, then all payments to be made bysuch Guarantor hereunder in such currency shall instead be made when due in Dollars in an amountequal to the Dollar Amount (as of the date of payment) of such payment due, it being the intentionof the parties hereto that each Guarantor takes all risks of the imposition of any such currencycontrol or exchange regulations.     SECTION 5. General Waivers; Additional Waivers.     (a) General Waivers. Each of the Guarantors irrevocably waives acceptance hereof,presentment, demand or action on delinquency, protest, the benefit of any statutes of limitationsand, to the fullest extent permitted by law, any notice not provided for herein or under the otherLoan Documents, as well as any requirement that at any time any action be taken by any Personagainst the Borrower, any other guarantor of the Guaranteed Obligations, or any other Person.     (b) Additional Waivers. Notwithstanding anything herein to the contrary, each of theGuarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullestextent permitted by law:     (i) any right it may have to revoke this Guaranty as to future indebtedness or noticeof acceptance hereof;     (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Letters of Credit orother financial accommodations made or extended under the Loan Documents or the creation orexistence of any Guaranteed Obligations; (3) notice of the amount of the GuaranteedObligations, subject, however, to each Guarantor’s right to make inquiry of theAdministrative Agent and the Secured Parties to ascertain the amount of the GuaranteedObligations at any reasonable time; (4) notice of any adverse change in the financialcondition of the Borrower or of any other fact that might increase such Guarantor’s riskhereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as toany instruments among the Loan Documents; (6) notice of any Default or Event of Default; and(7) all other notices (except if such notice is specifically required to be given to suchGuarantor hereunder or under the Loan Documents) and demands to which each Guarantor mightotherwise be entitled;     (iii) its right, if any, to require the Administrative Agent and the other SecuredParties to institute suit against, or to exhaust any rights and remedies which theAdministrative Agent and the other Secured Parties has or may have against, the otherGuarantors or any third party, or against any Collateral provided by the other Guarantors,or any third party; and each Guarantor further waives any defense arising by reason of anydisability or other defense (other than the defense that the Guaranteed Obligations shallhave been fully and finally performed and indefeasibly paid in full in cash) of the otherGuarantors or by reason of the cessation from any cause whatsoever of the liability of theother Guarantors in respect thereof;
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     (iv) (a) any rights to assert against the Administrative Agent and the other SecuredParties any defense (legal or equitable), set-off, counterclaim, or claim which suchGuarantor may now or at any time hereafter have against the other Guarantors or any otherparty liable to the Administrative Agent and the other Secured Parties; (b) any defense,set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly fromthe present or future lack of perfection, sufficiency, validity, or enforceability of theGuaranteed Obligations or any security therefor; (c) any defense such Guarantor has toperformance hereunder, and any right such Guarantor has to be exonerated, arising by reasonof: (1) the impairment or suspension of the Administrative Agent’s and the other SecuredParties’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2)the alteration by the Administrative Agent and the other Secured Parties of the GuaranteedObligations; (3) any discharge of the other Guarantors’ obligations to the AdministrativeAgent and the other Secured Parties by operation of law as a result of the AdministrativeAgent’s and the other Secured Parties’ intervention or omission; or (4) the acceptance bythe Administrative Agent and the other Secured Parties of anything in partial satisfactionof the Guaranteed Obligations; and (d) the benefit of any statute of limitations affectingsuch Guarantor’s liability hereunder or the enforcement thereof, and any act which shalldefer or delay the operation of any statute of limitations applicable to the GuaranteedObligations shall similarly operate to defer or delay the operation of such statute oflimitations applicable to such Guarantor’s liability hereunder; and     (v) any defense arising by reason of or deriving from (a) any claim or defense basedupon an election of remedies by the Administrative Agent and the Secured Parties; or (b) anyelection by the Administrative Agent and the other Secured Parties under the BankruptcyCode, to limit the amount of, or any collateral securing, its claim against the Guarantors.     SECTION 6. Subordination of Subrogation; Subordination of IntercompanyIndebtedness.     (a) Subordination of Subrogation. Until the Guaranteed Obligations have been fullyand finally performed and indefeasibly paid in full in cash (other than Unliquidated Obligations),the Guarantors (i) shall not enforce any right of subrogation with respect to such GuaranteedObligations and (ii) agree not to enforce any remedy which the Issuing Bank, any of the SecuredParties or the Administrative Agent now have or may hereafter have against the Borrower, anyendorser or any guarantor of all or any part of the Secured Obligations or any other Person, anduntil such time the Guarantors agree not to enforce any benefit of, and any right to participatein, any security or collateral given to the Secured Parties, the Issuing Bank and theAdministrative Agent to secure the payment or performance of all or any part of the GuaranteedObligations or any other liability of the Borrower to the Secured Parties, the Issuing Bank or theAdministrative Agent. Should any Guarantor have the right, notwithstanding the foregoing, toexercise its subrogation rights, each Guarantor hereby expressly and irrevocably (A) subordinatesany and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution,indemnification or set off that such Guarantor may have to the payment in full in cash of theGuaranteed Obligations until the Guaranteed Obligations are indefeasibly paid in full in cash(other than Unliquidated Obligations) and (B) waives any and all defenses available to a surety,guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid infull in cash (other than Unliquidated Obligations). Each Guarantor acknowledges and agrees thatthis subordination is intended to benefit the Administrative Agent and the Secured Parties andshall not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability ofthis Guaranty, and that the Administrative Agent, the Secured Parties and their respectivesuccessors and assigns are intended third party beneficiaries of the waivers and agreements setforth in this Section 6(a).     (b) Subordination of Intercompany Indebtedness. Each Guarantor agrees that any andall claims of such Guarantor against the Borrower or any other Guarantor hereunder (each an“Obligor”)
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with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser,obligor or any other guarantor of all or any part of the Guaranteed Obligations, or against any ofits properties shall be subordinate and subject in right of payment to the prior payment, in fulland in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default hasoccurred and is continuing, such Guarantor may receive payments of principal and interest from anyObligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor toask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and securityinterests of such Guarantor, whether now or hereafter arising and howsoever existing, in any assetsof any other Obligor shall be and are subordinated to the rights of the Secured Parties and theAdministrative Agent in those assets. No Guarantor shall have any right to possession of any suchasset or to foreclose upon any such asset, whether by judicial action or otherwise, unless anduntil all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and allfinancing arrangements pursuant to any Loan Document, any Swap Agreement or any Banking ServicesAgreement have been terminated. If all or any part of the assets of any Obligor, or the proceedsthereof, are subject to any distribution, division or application to the creditors of such Obligor,whether partial or complete, voluntary or involuntary, and whether by reason of liquidation,bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other actionor proceeding, or if the business of any such Obligor is dissolved or if substantially all of theassets of any such Obligor are sold, then, and in any such event (such events being herein referredto as an “Insolvency Event”), any payment or distribution of any kind or character, eitherin cash, securities or other property, which shall be payable or deliverable upon or with respectto any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall bepaid or delivered directly to the Administrative Agent for application on any of the GuaranteedObligations, due or to become due, until such Guaranteed Obligations shall have first been fullypaid and satisfied (in cash). Should any payment, distribution, security or instrument or proceedsthereof be received by the applicable Guarantor upon or with respect to the IntercompanyIndebtedness after any Insolvency Event and prior to the satisfaction of all of the GuaranteedObligations (other than Unliquidated Obligations) and the termination of all financing arrangementspursuant to any Loan Document among the Borrower and the Holders of Secured Obligations, suchGuarantor shall receive and hold the same in trust, as trustee, for the benefit of the SecuredParties and shall forthwith deliver the same to the Administrative Agent, for the benefit of theSecured Parties, in precisely the form received (except for the endorsement or assignment of theGuarantor where necessary), for application to any of the Guaranteed Obligations, due or not due,and, until so delivered, the same shall be held in trust by the Guarantor as the property of theSecured Parties. If any such Guarantor fails to make any such endorsement or assignment to theAdministrative Agent, the Administrative Agent or any of its officers or employees is irrevocablyauthorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (otherthan the Unliquidated Obligations) have been paid in full (in cash) and satisfied and all financingarrangements pursuant to any Loan Document among the Borrower and the Secured Parties have beenterminated, no Guarantor will assign or transfer to any Person (other than the AdministrativeAgent) any claim any such Guarantor has or may have against any Obligor.     SECTION 7. Contribution with Respect to Guaranteed Obligations.     (a) To the extent that any Guarantor shall make a payment under this Guaranty (a“Guarantor Payment”) which, taking into account all other Guarantor Payments thenpreviously or concurrently made by any other Guarantor, exceeds the amount which otherwise wouldhave been paid by or attributable to such Guarantor if each Guarantor had paid the aggregateGuaranteed Obligations satisfied by such Guarantor Payment in the same proportion as suchGuarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to suchGuarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determinedimmediately prior to the making of such Guarantor Payment, then, following indefeasiblepayment in full in cash of the Guarantor Payment and the Guaranteed Obligations (other thanUnliquidated Obligations), and all Commitments and Letters of Credit have
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terminated or expired or, in the case of all Letters of Credit, are fully collateralized onterms reasonably acceptable to the Administrative Agent, and the Credit Agreement has terminated,such Guarantor shall be entitled to receive contribution and indemnification payments from, and bereimbursed by, each other Guarantor for the amount of such excess, prorata basedupon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.     (b) As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal tothe maximum amount of the claim which could then be recovered from such Guarantor under thisGuaranty without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of theBankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform FraudulentConveyance Act or similar statute or common law.     (c) This Section 7 is intended only to define the relative rights of the Guarantors,and nothing set forth in this Section 7 is intended to or shall impair the obligations ofthe Guarantors, jointly and severally, to pay any amounts as and when the same shall become due andpayable in accordance with the terms of this Guaranty.     (d) The parties hereto acknowledge that the rights of contribution and indemnificationhereunder shall constitute assets of the Guarantor or Guarantors to which such contribution andindemnification is owing.     (e) The rights of the indemnifying Guarantors against other Guarantors under this Section7 shall be exercisable upon the full and indefeasible payment of the Guaranteed Obligations incash (other than Unliquidated Obligations that have not yet arisen) and the termination or expiry(or in the case of all Letters of Credit full collateralization), on terms reasonably acceptable tothe Administrative Agent, of the Commitments and all Letters of Credit issued under the CreditAgreement and the termination of the Credit Agreement.     SECTION 8. Stay of Acceleration. If acceleration of the time for payment ofany amount payable by the Borrower under the Credit Agreement, any counterparty to any SwapAgreement, any Banking Services Agreement or any other Loan Document is stayed upon the insolvency,bankruptcy or reorganization of the Borrower or any of its Affiliates, all such amounts otherwisesubject to acceleration under the terms of the Credit Agreement, any Swap Agreement, any BankingServices Agreement or any other Loan Document shall nonetheless be payable by each of theGuarantors hereunder forthwith on demand by the Administrative Agent.     SECTION 9. Notices. All notices, requests and other communications to anyparty hereunder shall be given in the manner prescribed in Section 9.01 of the CreditAgreement with respect to the Administrative Agent at its notice address therein and, with respectto any Guarantor, in the care of the Borrower at the address of the Borrower set forth in theCredit Agreement, or such other address or telecopy number as such party may hereafter specify forsuch purpose in accordance with the provisions of Section 9.01 of the Credit Agreement.     SECTION 10. No Waivers. No failure or delay by the Administrative Agent orany Secured Party in exercising any right, power or privilege hereunder shall operate as a waiverthereof nor shall any single or partial exercise thereof preclude any other or further exercisethereof or the exercise of any other right, power or privilege. The rights and remedies providedin this Guaranty, the Credit Agreement, any Swap Agreement, any Banking Services Agreement and theother Loan Documents shall be cumulative and not exclusive of any rights or remedies provided bylaw.
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     SECTION 11. Successors and Assigns. This Guaranty is for the benefit of theAdministrative Agent and the Secured Parties and their respective successors and permitted assigns,provided, that no Guarantor shall have any right to assign its rights or obligationshereunder without the consent of the Administrative Agent, and any such assignment in violation ofthis Section 11 shall be null and void; and in the event of an assignment of any amountspayable under the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the otherLoan Documents in accordance with the respective terms thereof, the rights hereunder, to the extentapplicable to the indebtedness so assigned, may be transferred with such indebtedness. ThisGuaranty shall be binding upon each of the Guarantors and their respective successors and assigns.     SECTION 12. Changes in Writing. Other than in connection with the additionof additional Subsidiaries, which become parties hereto by executing a Guaranty Supplement heretoin the form attached as Annex I, neither this Guaranty nor any provision hereof may bechanged, waived, discharged or terminated orally, but only in writing signed by each of theGuarantors and the Administrative Agent with the consent of the Required Lenders under the CreditAgreement.     SECTION 13. Governing Law; Jurisdiction.     (a) **THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATEOF NEW YORK.**     (b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and itsproperty, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting inNew York County and of the United States District Court of the Southern District of New York, andany appellate court from any thereof, in any action or proceeding arising out of or relating tothis Guaranty or any other Loan Document, or for recognition or enforcement of any judgment, andeach Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any suchaction or proceeding may be heard and determined in such New York State or, to the extent permittedby law, in such Federal court. Each Guarantor agrees that a final judgment in any such action orproceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgmentor in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shallaffect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise haveto bring any action or proceeding relating to this Guaranty or any other Loan Document against anyGuarantor or its properties in the courts of any jurisdiction.     (c) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it maylegally and effectively do so, any objection which it may now or hereafter have to the laying ofvenue of any suit, action or proceeding arising out of or relating to this Guaranty or any otherLoan Document in any court referred to in paragraph (b) of this Section. Each Guarantor herebyirrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum tothe maintenance of such action or proceeding in any such court.     (d) Each party to this Guaranty irrevocably consents to service of process in the mannerprovided for notices in Section 9 of this Guaranty, and each of the Guarantors herebyappoints the Borrower as its agent for service of process. Nothing in this Guaranty or any otherLoan Document will affect the right of any party to this Guaranty to serve process in any othermanner permitted by law.     SECTION 14. **WAIVER OF JURY TRIAL****. EACH GUARANTOR HEREBY WAIVES, TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGALPROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN**
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**DOCUMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIESTHAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER GUARANTOR HAS REPRESENTED, EXPRESSLY OROTHERWISE, THAT SUCH OTHER GUARANTOR WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THEFOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER GUARANTORS HAVE BEEN INDUCED TO ENTERINTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.**     SECTION 15. No Strict Construction. The parties hereto have participatedjointly in the negotiation and drafting of this Guaranty. In the event an ambiguity or question ofintent or interpretation arises, this Guaranty shall be construed as if drafted jointly by theparties hereto and no presumption or burden of proof shall arise favoring or disfavoring any partyby virtue of the authorship of any provisions of this Guaranty.     SECTION 16. Taxes, Expenses of Enforcement, Etc.     (a) Taxes.     (i) Any and all payments by or on account of any obligation of any Guarantor hereundershall be made free and clear of and without deduction for any Indemnified Taxes or OtherTaxes; provided that if any Guarantor shall be required to deduct any IndemnifiedTaxes or Other Taxes from such payments, then (i) the sum payable shall be increased asnecessary so that after making all required deductions (including deductions applicable toadditional sums payable under this Section) the Administrative Agent, such Lender, theIssuing Bank or any other Secured Party (as the case may be) receives an amount equal to thesum it would have received had no such deductions been made, (ii) such Guarantor shall makesuch deductions and (iii) such Guarantor shall pay the full amount deducted to the relevantGovernmental Authority in accordance with applicable law.     (ii) In addition, the Guarantors shall pay any Other Taxes imposed on or incurred bythe Administrative Agent, a Lender, the Issuing Bank or any other Secured Party to therelevant Governmental Authority in accordance with applicable law.     (iii) The Guarantors shall indemnify the Administrative Agent, each Lender, the IssuingBank and each other Secured Party, within ten (10) days after written demand therefor, forthe full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent,such Lender, the Issuing Bank or such other Secured Party, as the case may be, on or withrespect to any payment by or on account of any obligation of the Guarantors hereunder(including Indemnified Taxes or Other Taxes imposed or asserted on or attributable toamounts payable under this Section) and any penalties, interest and reasonable expensesarising therefrom or with respect thereto, whether or not such Indemnified Taxes or OtherTaxes were correctly or legally imposed or asserted by the relevant Governmental Authority;provided that the Guarantors shall not be required to indemnify the AdministrativeAgent, any Lender, the Issuing Bank or any other Secured Party for any loss, cost or expense(including any penalty or interest) arising out of any failure by the Administrative Agent,such Lender, the Issuing Bank or such other Secured Party to timely pay or file a returnrelating to an Indemnified Tax or Other Tax if either the Guarantors have paid the amount ofsuch Tax to the Administrative Agent, such Lender, the Issuing Bank or such other SecuredParty or the Administrative Agent, such Lender, the Issuing Bank or such other Secured Partyhas failed to demand such payment within 120 days of becoming aware of any such IndemnifiedTax or Other Tax. A certificate setting forth in reasonable detail the
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amount of such payment or liability delivered to the Guarantors by a Lender, theIssuing Bank or any other Secured Party, or by the Administrative Agent on its own behalf oron behalf of a Lender, the Issuing Bank or any other Secured Party, shall be conclusiveabsent manifest error.     (iv) By accepting the benefits hereof, each Foreign Lender agrees that it will complywith Section 2.17(e) of the Credit Agreement.     (b) Expenses of Enforcement, Etc. Subject to the terms of the Credit Agreement, afterthe occurrence of an Event of Default the Lenders shall have the right at any time to direct theAdministrative Agent to commence enforcement proceedings with respect to the GuaranteedObligations. The Guarantors shall pay all out-of-pocket expenses incurred by the AdministrativeAgent, the Issuing Bank, any Lender or any other Secured Party, including the fees, charges anddisbursements of any counsel for the Administrative Agent, the Issuing Bank, any Lender or anyother Secured Party, in connection with the enforcement or protection of its rights in connectionwith this Guaranty and any other Loan Document, including its rights under this Section;provided, however, that in no event shall the Guarantors be required to reimburse theLenders or any other Secured Party for more than one counsel to the Administrative Agent (and up toone local counsel to the Administrative Agent in each applicable jurisdiction and regulatorycounsel) and one counsel for all of the other Lenders and Secured Parties (and up to one localcounsel in each applicable jurisdiction and regulatory counsel), unless a Lender or its counsel orany other Secured Party or its counsel determines that it is impractical or inappropriate (or wouldcreate actual or potential conflicts of interest) to not have individual counsel, in which casesuch Lender or such Secured Party may have its own counsel which shall be reimbursed in accordancewith the foregoing.     SECTION 17. Setoff. At any time after all or any part of the GuaranteedObligations have become due and payable (by acceleration or otherwise), each Secured Party and theAdministrative Agent may, without notice to any Guarantor and regardless of the acceptance of anysecurity or collateral for the payment hereof, set off and apply toward the payment of all or anypart of the Guaranteed Obligations any and all deposits (general or special, time or demand,provisional or final and in whatever currency denominated at any time held) and other obligationsat any time owing by such Secured Party or the Administrative Agent or any of their Affiliates toor for the credit or the account of any Guarantor against any of and all the GuaranteedObligations, irrespective of whether or not such Secured Party or the Administrative Agent shallhave made any demand under this Guaranty and although such obligations may be unmatured. Therights of each Secured Party or the Administrative Agent under this Section are in addition toother rights and remedies (including other rights of setoff) which such Secured Party or theAdministrative Agent may have.     SECTION 18. Financial Information. Each Guarantor hereby assumesresponsibility for keeping itself informed of the financial condition of the Borrower, the otherGuarantors and any and all endorsers and/or other guarantors of all or any part of the GuaranteedObligations, and of all other circumstances bearing upon the risk of nonpayment of the GuaranteedObligations, or any part thereof, that diligent inquiry would reveal, and each Guarantor herebyagrees that none of the Secured Parties or the Administrative Agent shall have any duty to advisesuch Guarantor of information known to any of them regarding such condition or any suchcircumstances. In the event any Secured Party or the Administrative Agent, in its sole discretion,undertakes at any time or from time to time to provide any such information to a Guarantor, suchSecured Party or the Administrative Agent shall be under no obligation (i) to undertake anyinvestigation not a part of its regular business routine, (ii) to disclose any information whichsuch Secured Party or the Administrative Agent, pursuant to accepted or reasonable commercialfinance or banking practices, wishes to maintain confidential or (iii) to make any other or futuredisclosures of such information or any other information to such Guarantor.
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     SECTION 19. Severability. Wherever possible, each provision of thisGuaranty shall be interpreted in such manner as to be effective and valid under applicable law, butif any provision of this Guaranty shall be prohibited by or invalid under such law, such provisionshall be ineffective to the extent of such prohibition or invalidity without invalidating theremainder of such provision or the remaining provisions of this Guaranty.     SECTION 20. Merger. This Guaranty represents the final agreement of each ofthe Guarantors with respect to the matters contained herein and may not be contradicted by evidenceof prior or contemporaneous agreements, or subsequent oral agreements, between each such Guarantorand any Secured Party or the Administrative Agent.     SECTION 21. Headings. Section headings in this Guaranty are for convenienceof reference only and shall not govern the interpretation of any provision of this Guaranty.     SECTION 22. Judgment Currency. If for the purposes of obtaining judgment inany court it is necessary to convert a sum due from any Guarantor hereunder in the currencyexpressed to be payable herein (the “Specified Currency”) into another currency, theparties hereto agree, to the fullest extent that they may effectively do so, that the rate ofexchange used shall be that at which in accordance with normal banking procedures theAdministrative Agent could purchase the Specified Currency with such other currency at theAdministrative Agent’s main New York City office on the Business Day preceding that on which final,non-appealable judgment is given. The obligations of each Guarantor in respect of any sum duehereunder shall, notwithstanding any judgment in a currency other than the Specified Currency, bedischarged only to the extent that on the Business Day following receipt by any Secured Party(including the Administrative Agent), as the case may be, of any sum adjudged to be so due in suchother currency such Secured Party (including the Administrative Agent), as the case may be, may inaccordance with normal, reasonable banking procedures purchase the Specified Currency with suchother currency. If the amount of the Specified Currency so purchased is less than the sumoriginally due to such Secured Party (including the Administrative Agent), as the case may be, inthe Specified Currency, each Guarantor agrees, to the fullest extent that it may effectively do so,as a separate obligation and notwithstanding any such judgment, to indemnify such Secured Party(including the Administrative Agent), as the case may be, against such loss, and if the amount ofthe Specified Currency so purchased exceeds (a) the sum originally due to any Secured Party(including the Administrative Agent), as the case may be, in the Specified Currency and (b) amountsshared with other Secured Parties as a result of allocations of such excess as a disproportionatepayment to such other Secured Party under Section 2.18 of the Credit Agreement, suchSecured Party (including the Administrative Agent), as the case may be, agrees, by accepting thebenefits hereof, to remit such excess to such Guarantor.[SIGNATURE PAGES TO FOLLOW]
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     IN WITNESS WHEREOF, each Initial Guarantor has caused this Guaranty to be duly executed by itsauthorized officer as of the day and year first above written.           AAC CONSULTING GROUP, INC.   ACER/EXCEL INC.             By: /s/ Keith A. Cheesman   By: /s/ Keith A. Cheesman     Name: Keith A. Cheesman      Name: Keith A. Cheesman    Title: Director, Senior VicePresident and