**NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION RECEIVED**, the adequacy and sufficiency ofwhich is hereby acknowledged, and in further consideration of any advances, credit or otherfinancial accommodation heretofore, now or that may hereafter at any time be extended to Borrowerby Administrative Agent on behalf of Lenders under, pursuant to or in connection with the LoanDocuments, (a) Guarantor hereby, jointly and severally, together with each Other Guarantor (asdefined in Section 3 below), and, unconditionally and irrevocably, guarantees, irrespectiveof the validity or enforceability of any instrument, writing or agreement relating to or thesubject of any such advances, financial accommodation or loans (including, but not limited to, theLoan Documents), and whether or not due or to become due before or after any bankruptcy orinsolvency proceeding involving Borrower or would have become due but for Borrower’s bankruptcyproceeding, (i) the full and prompt payment to Administrative Agent and Lenders at maturity,whether by acceleration or otherwise, and at all times thereafter of any and all “Liabilities” (asdefined in the Loan Agreement) of every kind and nature of Borrower to Administrative Agent andLenders (arising out of or in connection with the Loan, the Loan Agreement, and each of the otherLoan Documents to which Borrower (or any of its Affiliates) is a party, including, withoutlimitation, for principal, interest, default interest, charges, fees, indemnification, costs,expenses, reasonable attorneys’ fees, or otherwise), and whether or not due or to become due beforeor after any bankruptcy or insolvency proceeding involving Borrower or would have become due butfor Borrower’s bankruptcy proceeding, howsoever evidenced, whether now existing or hereaftercreated or arising, directly or indirectly, primary or secondary, absolute or contingent, due or tobecome due, and howsoever owned, held or acquired, whether through discount, overdraft, purchase,direct loan or as collateral, or otherwise, and (ii) the prompt, full and faithful performance anddischarge by Borrower of each and every of the terms, conditions, agreements, covenants,representations and warranties on the part of Borrower contained in any agreement, the LoanAgreement and each of the other Loan Documents to which Borrower is a party, and any otherpromissory notes, loan agreements, or security agreements, or in any modification or addendathereto or substitution thereof in connection with any advance, credit or financial accommodationafforded by Administrative Agent on behalf of Lenders to Borrower (collectively the “**GuaranteedLiabilities**”); and (b) Guarantor further agrees to pay all costs and expenses, legal and/orotherwise (including, but not limited to, court costs and reasonable attorneys’ fees and expenses),paid or incurred by Administrative Agent on behalf of Lenders in endeavoring to collect theGuaranteed Liabilities, the Extraordinary Claims (as hereinbelow defined), or in either case, anypart thereof, or in enforcing this Guaranty or in defending any suit based on any act of commissionor omission of Administrative Agent or Lenders with respect to the Indebtedness, the Collateral (asdefined in the Loan Agreement), or this Guaranty or in connection with any Recovery Claim (ashereinbelow defined) (the “**Enforcement Costs**”); and (c) Guarantor further agrees to pay any and allcosts, losses, damages and reasonable attorney’s fees incurred by the Administrative Agent inconnection with any of the following: (i) misapplication or misappropriation of any insurance orcondemnation proceeds; and (ii) Borrower or Guarantor institutes or becomes by virtue of acounterclaim a party to any case, action, suit, or proceeding which reduces, impedes or impairsAdministrative Agent’s right of recourse to the Collateral or any part thereof or Borrower orGuarantor engages in any act, omission, or misrepresentation which has the effect of suspending,delaying, reducing, impeding,or impairing the Administrative Agent’s right of recourse to the Collateral or any partthereof (each of the aforesaid are collectively referred to as an “**Extraordinary Claims**”). The
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Guaranteed Liabilities, the Enforcement Costs, and the Extraordinary Claims are collectivelyreferred to as the “**Guaranteed Obligations**.” Capitalized terms used herein and not otherwisedefined herein shall have the meaning given to them in the Loan Agreement.     Guarantor hereby further agrees as follows:     **1. ****Continuing Guaranty**. This Guaranty includes any and all Guaranteed Obligationsarising under successive transactions continuing, compromising, extending, increasing, modifying,releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, orother terms and conditions thereof, or creating new or additional Guaranteed Obligations afterprior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extentpermitted by law, Guarantor hereby waives any right to revoke this Guaranty as to futureLiabilities. If such a revocation is effective notwithstanding the foregoing waiver, Guarantoracknowledges and agrees that (a) no such revocation shall be effective until written notice thereofhas been received by Administrative Agent, (b) no such revocation shall apply to any GuaranteedObligations in existence on such date (including, but not limited to, any subsequent continuation,extension, or renewal thereof, or change in the interest rate, payment terms, or other terms andconditions thereof), (c) no such revocation shall apply to any Guaranteed Obligations made orcreated after such date to the extent made or created pursuant to a legally binding commitment ofAdministrative Agent in existence on the date of such revocation, (d) no payment by Guarantor,Borrower, or from any other source, prior to the date of such revocation shall reduce the maximumobligation of Guarantor hereunder, and (e) any payment by Borrower or from any source other thanGuarantor, subsequent to the date of such revocation, shall first be applied to that portion of theGuaranteed Obligations as to which the revocation is effective and which are not, therefore,guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation ofGuarantor hereunder.     **2. ****Performance Under This Guaranty**. If Borrower fails to make any payment of anyGuaranteed Obligations on or before the due date thereof and after the expiration of the applicablenotice and cure period, if any, or if Borrower shall fail, after the expiration of the applicablenotice and cure period, if any, to perform, keep, observe, or fulfill any other obligation,covenant or agreement referred to or contained in any instrument, writing, document or agreementrelating to the Guaranteed Obligations, Guarantor immediately shall cause such payment to be madeor each of such obligations to be performed, kept, observed, or fulfilled to the extent suchobligations constitute Guaranteed Obligations.     **3. ****Primary Obligations**. This Guaranty is a primary and original obligation of Guarantor,is not merely the creation of a surety relationship, and is an absolute, unconditional, andcontinuing guaranty of payment and performance and not of collection which shall remain in fullforce and effect without respect to future changes in conditions, including any change of law orany invalidity or irregularity with respect to the issuance of any instrument, writing or agreementrelating to the Guaranteed Obligations. Guarantor agrees that Guarantor is directly and severallywith any other guarantors of the Guaranteed Obligations liable to Administrative Agent and Lenders,that the obligations of Guarantor hereunder are independent of the obligations of Borrower or anyother guarantor, and that a separate action may be brought againstGuarantor whether such action is brought against Borrower or any other guarantor of Borrower’sIndebtedness, obligations or liabilities to Administrative Agent and Lenders (each an “**Other**
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**Guarantor**”) or whether Borrower or any such Other Guarantor is joined in such action. Guarantoragrees that Guarantor’s liability hereunder shall be immediate and shall not be contingent upon theexercise or enforcement of any lien, security interest, mortgage or realization upon any securityor collateral Administrative Agent may at any time possess. Guarantor agrees that any releasewhich may be given by Administrative Agent to Borrower or any Other Guarantor shall not releaseGuarantor. Guarantor consents and agrees that Administrative Agent shall be under no obligation tomarshal any assets of Borrower or any Other Guarantor in favor of said Guarantor, or against or inpayment of any or all of the Guaranteed Obligations.     **4. ****Return of Payments**. Guarantor agrees that, if at any time all or any part of anypayment theretofore applied by Administrative Agent to any amounts due under the Loan or the LoanAgreement is rescinded or returned by Administrative Agent or any Lender for any reason whatsoever(including, without limitation, the insolvency, bankruptcy, liquidation or reorganization of anyparty), such amounts shall, for the purposes of this Guaranty, be deemed to have continued inexistence to the extent of such payment, notwithstanding such application by Administrative Agentand this Guaranty shall continue to be effective or be reinstated, as the case may be, as to suchamounts due under the Loan and the Loan Agreement, all as though such application by AdministrativeAgent or Lenders had not been made.     **5. ****Waivers**.     (a) Guarantor hereby waives: (1) notice of acceptance hereof; (2) notice of any Loan orother financial accommodations made or extended to Borrower or the creation or existence of anyGuaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however,to Guarantor’s right to make inquiry of Administrative Agent to ascertain the amount of theGuaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financialcondition of Borrower or of any other fact that might increase Guarantor’s risk hereunder; (5)notice of presentment for payment, demand, protest, and notice thereof as to any promissory notesor other instruments, writing or agreements evidencing Guaranteed Obligations; (6) notice of anyevent of default by Borrower under any instrument, writing or agreement with Administrative Agentor any Lender including the Loan Documents; and (7) all other notices (except if such notice isspecifically required to be given to Guarantor hereunder) and demands to which Guarantor mightotherwise be entitled.     (b) Guarantor hereby waives the right by statute or otherwise to require AdministrativeAgent or any Lender to institute suit against Borrower or under any other guaranty; or to exhaustany rights and remedies which Lender has or may have against Borrower or under any other guaranty;provided, however, that nothing herein contained shall prevent Administrative Agentfrom suing on the Loan Agreement or foreclosing any security interest or lien created by any of theother Loan Documents, or from exercising any other rights thereunder, and if such commercial codesale or other remedy is availed of, only the net proceeds therefrom, after deduction of all chargesand expenses of every kind and nature whatsoever relating to the proceedings or sale, shall beapplied in reduction of the amount due on the Loan Agreement and other Loan Documents, andAdministrative Agent shall not be required to institute or prosecuteproceedings to cover any deficiency as a condition of any payment hereunder or enforcementhereof. At any sale of the security or collateral for the Loan, or any part thereof, whether by
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commercial code sale or otherwise, Administrative Agent may, at its discretion, purchase all or anypart of such collateral offered for sale, for its own account (on behalf of the Lenders anditself), and may apply against the amount bid therefore the balance due it pursuant to the terms ofthe Loan Agreement and other Loan Documents. Guarantor further agrees that Guarantor is bound tothe payment of all Guaranteed Obligations, whether now existing or hereafter accruing, as fully asif such Guaranteed Obligations were directly owing to Administrative Agent and Lenders byGuarantor. Guarantor further waives any defense arising by reason of any disability or otherdefense (other than the defense that the Guaranteed Obligations shall have been fully and finallyperformed and indefeasibly paid) of Borrower or by reason of the cessation from any causewhatsoever of the liability of Borrower in respect thereof. Guarantor consents to any and allforbearances and extensions of the time of payment of the Loan Agreement or any of the other LoanDocuments, and to any and all changes in the terms, covenants and conditions thereof hereafter madeor granted, and to any part of the collateral therefor; it being the intention and agreement hereofthat Guarantor shall remain unconditionally liable as a principal as, to and until the GuaranteedObligations shall have been fully repaid to Administrative Agent on behalf of the Lenders, and theterms, covenants and conditions of the Loan Agreement and of the other Loan Documents and all othernotes, instruments, writing or agreements evidencing or securing the Guaranteed Obligations shallhave been fully performed and observed, notwithstanding any act, omission or thing which mightotherwise operate as a legal or equitable discharge of Borrower or Guarantor.     (c) Guarantor hereby waives: (1) any rights to assert against Administrative Agent orLenders any defense (legal or equitable), setoff, counterclaim, or claim which Guarantor may now orat any time hereafter have against Borrower or any other party liable to Administrative Agent orLenders (other than the defense that the Guaranteed Obligations shall have been fully and finallyperformed and indefeasibly paid); and (2) any defense, setoff, counterclaim, or claim, of any kindor nature, arising directly or indirectly from the present or future lack of perfection,sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor(including, but not limited to, any of the Loan Documents). Without limiting the generality of theforegoing or any other provisions of this Guaranty, Guarantor agrees that this Guaranty shall notbe discharged, limited, impaired or affected by: (a) the transfer of all or any part of thepersonal property or real property described in any of the Loan Documents; (b) any sale, pledge,surrender, indulgence, alteration, substitution, exchange, modification or other disposition of anyof the Guaranteed Obligations, all of which Lender is expressly authorized to make from time totime; (c) any failure, neglect or omission on the part of Administrative Agent or Lenders torealize or protect any of the Guaranteed Obligations, or any personal property or real property orlien security given as security therefor, or to exercise any lien upon or right of appropriation ofmonies, credits or property of Borrower toward liquidation of the Indebtedness, or performance ofthe covenants guaranteed hereby; and (d) any proceedings with respect to the voluntary orinvoluntary liquidation, dissolution, sale or other disposition of all or substantially all theassets, the marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignmentfor the benefit of creditors, reorganization, arrangement, imposition or readjustment of, or othersimilar proceedings affecting Borrower or any Other Guarantor or any of their respective assets, itbeing expressly understood and agreed that no such proceeding shall affect, modify, limit ordischarge the liability or obligation of Guarantor hereunder in any manner whatsoever, and thatGuarantorshall continue to remain absolutely liable under this Guaranty to the same extent, and in thesame manner, as if such proceedings had not been instituted.(d) Guarantor hereby waives anyright of
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subrogation Guarantor has or may have as against Borrower until all preference periodsunder all applicable laws have expired. In addition, Guarantor hereby waives any right to proceedagainst Borrower, now or hereafter for contribution, indemnity, reimbursement and any othersuretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arisingunder express or implied contract or by operation of law, which Guarantor may now have or hereafterhave as against Borrower. Until the Guaranteed Obligations are indefeasibly paid in fullhereunder, Guarantor also hereby waives any right to recourse to or with respect to any asset ofBorrower. Guarantor agrees that in light of the immediately foregoing waivers, the execution ofthe Guaranty shall not be deemed to make Guarantor a “creditor” of Borrower, and that for purposesof Sections 547 and 550 of the Bankruptcy Code, Guarantor shall not be deemed a “creditor” ofBorrower.     **6. ****Releases**. No release or discharge of the Other Guarantor, or of any other person orentity, whether primarily or secondarily liable for or obligated with respect to the GuaranteedObligations, or the institution of bankruptcy, receivership, insolvency, reorganization,dissolution or liquidation proceedings by or against the Other Guarantor or any other person orentity, or the entry of any restraining or other order in any such proceeding, shall release ordischarge Guarantor, unless and until all of the Guaranteed Obligations shall have been fully paid.Notwithstanding anything to the contrary contained herein, Administrative Agent agrees that theobligations of Guarantor under this Guaranty shall terminate, subject to Sections 4 and 8 hereof,at the earlier of such time as (a) Administrative Agent on behalf of Lenders and itself shall havereceived indefeasible payment in full in cash of all Guaranteed Liabilities and all otherGuaranteed Obligations under this Guaranty and all financing arrangements and accommodations by andamong Borrower, Administrative Agent and Lenders shall have been irrevocably terminated andAdministrative Agent and Lenders have no obligations to make any loans, financial accommodations oradvance any funds to Borrower which could constitute Liabilities. Release of this Guaranty, if itoccurs, however, shall not affect, in any respect, the Loan or any other instrument securing orguarantying the Loan.     **7. ****Right of Setoff**. Guarantor agrees that Administrative Agent and Lenders have allrights of setoff and banker’s liens provided by applicable law. Following any default by Guarantorhereunder or an Event of Default by Borrower under the Loan Agreement, any and all moneys, credits,deposits, accounts, or other property belonging to the Guarantor in transit to or in the possessionor under the control of Administrative Agent or any Lender, or any agent or bailee thereof, may,without notice and opportunity to be heard, be setoff against, and appropriated and applied againstand towards the payment of any and all of the liabilities of Guarantor under this Guaranty.Following any default by Guarantor hereunder or an Event of Default by Borrower under the LoanAgreement, subject to the terms of any Intercreditor Agreement, Guarantor does hereby assign andtransfer to Administrative Agent (for the ratable benefit of Lenders and itself) any and all cash,negotiable instruments, documents of title, chattel paper, securities, certificates of deposit,deposit accounts, other cash equivalents and other assets of said Guarantor in transit to, or inthe possession or control of Administrative Agent, or any agent or bailee of Administrative Agentfor any purpose and to apply the same on any or all of the Guaranteed Obligations. The rights ofthe Administrative Agent and Lenders under thisSection are in addition to all other rights and remedies which the Administrative Agent andLenders may otherwise have in equity or at law.
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     **8. ****Recovery Claim**. Should a claim (“**Recovery Claim**”) be made upon Administrative Agentor Lenders at any time for recovery of any amount received by Administrative Agent or Lenders inpayment of the Guaranteed Obligations (whether received from Borrower, Guarantor pursuant hereto,or otherwise) and should Administrative Agent or any Lender repay all or part of said amount byreason of (a) any judgment, decree, or order of any court or administrative body havingjurisdiction over Administrative Agent or any Lender or any of its respective property; or (b) anyreasonable settlement or compromise of any such Recovery Claim effected by Administrative Agent orsuch Lender with the claimant (including Borrower), Guarantor shall remain liable to AdministrativeAgent and Lenders for the amount so repaid to the same extent as if such amount had neveroriginally been received by Administrative Agent and Lenders, notwithstanding any terminationhereof or the return of this document to Guarantor or the cancellation of any note or otherinstrument evidencing any of the Indebtedness.     **9. ****Assignments**. In the event Administrative Agent shall sell, assign or transfer theGuaranteed Obligations, or any part hereof, or grant participations therein, each and everyimmediate or remote successive assignee, transferee, holder of or participant or other intereststherein, of all or any part of the Guaranteed Obligations shall have the right to enforce thisGuaranty by suit or otherwise for the benefit of such assignee, transferee, holder or participant,as fully as if such assignee, transferee, holder or participant were herein by name specificallygiven such rights, powers and benefits; but Administrative Agent (for the ratable benefit of theLenders and itself) shall have an unimpaired, prior and superior right to enforce this Guaranty forAdministrative Agent’s benefit as to so much of the guaranteed debt as it has not sold, assigned ortransferred.     **10. ****Representations and Warranties**. Guarantor agrees that the following shall constituterepresentations and warranties of Guarantor to Administrative Agent (for the benefit of Lenders anditself), which shall survive the execution and delivery hereof, and that Administrative Agent onbehalf of the Lenders intends to make the Loan and other financial accommodations, if any,guaranteed hereby in reliance thereon:     (a) Guarantor is not in default under any agreement to which Guarantor is a party, theeffect of which will materially impair performance by the Guarantor of Guarantor’s obligationspursuant to and as contemplated by the terms of this Guaranty, and neither the execution anddelivery of this Guaranty nor compliance with the terms and provisions of this Guaranty, willviolate any law or any presently existing regulation, order, writ, injunction or decree of anycourt or governmental department, commission, board, bureau, agency or instrumentality, willconflict or will be inconsistent with, or will result in any breach of, any of the terms,covenants, conditions or provisions of, or constitute a default under, any indenture, mortgage,deed of trust, instrument, document, agreement or contract of any kind which creates, represents,evidences or provides for any lien, charge or encumbrance upon any of the property or assets of theGuarantor, or any other indenture, mortgage, deed of trust, instrument, document, agreement orcontract of any kind to which Guarantor is a party or by which Guarantor may be bound of which theGuarantor is a party or by which Guarantor may be bound, or in the event of any such conflict, therequired consent or waiver of the other party or parties thereto has been validlygranted, is in full force and effect and is valid and sufficient therefor. This Guaranty isthe legal, valid and binding obligation of the Guarantor and is enforceable against the Guarantorin accordance with its terms.
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     (b) Except as set forth on Schedule 10(b) hereof, there are no actions, suits orproceedings pending or to the best of Guarantor’s knowledge threatened against the Guarantor beforeany court or any governmental, administrative, regulatory, adjudicatory or arbitrational body oragency of any kind which will materially adversely affect performance by the Guarantor ofGuarantor’s obligations pursuant to and as contemplated by the terms and provisions of thisGuaranty.     (c) Neither this Guaranty nor any document, financial statement, credit information,written certificate or written statement heretofore furnished or required herein to be furnished toLender by the Guarantor contains any untrue statement of material fact or omits to state a factmaterial to this Guaranty.     (d) Guarantor is currently informed of the financial condition of Borrower and of allother circumstances which a diligent inquiry would reveal and which would bear upon the risk ofnonpayment of the Guaranteed Obligations. Guarantor will continue to keep informed of thefinancial condition of Borrower and of all other circumstances which bear upon the risk ofnonpayment or nonperformance of the Guaranteed Obligations.     (e) As of the date hereof, the present fair saleable value of Guarantor’s assets isgreater than the amount required to pay Guarantor’s total Indebtedness (contingent or otherwise),and is greater than the amount that will be required to pay such Indebtedness as it matures and asit becomes absolute and matured. The transactions contemplated hereby were effectuated withoutactual intent to hinder, delay or defraud present or future creditors of Guarantor; it isGuarantor’s express intention that Guarantor will maintain a Solvent financial condition, givingeffect to the Guaranteed Obligations incurred hereunder, as long as any of the GuaranteedObligations remain outstanding or Guarantor is obligated to Administrative Agent or any Lender inany other manner whatsoever. At all times until the Guaranteed Obligations remain satisfied andpaid in full, the Guarantor shall keep and maintain assets sufficient to honor and pay any and allof the Guaranteed Obligations as and when due, subject to any express monetary limitation set forthherein.     **11. ****Subordination**. Any rights of Guarantor, whether now existing or later arising, toreceive payment on account of any Indebtedness (including interest) owed to Guarantor by Borrower,or to withdraw capital invested by Guarantor in Borrower, if any, or to receive and retaindistributions from Borrower if and solely as expressly provided in the Loan Agreement, shall at alltimes be subordinate as to Lien and time of payment, and in all other respects to the full andprior repayment to Administrative Agent and Lenders of all of the Liabilities owing toAdministrative Agent and Lenders pursuant to the Loan Agreement and the other Loan Documents(including, without limitation, the Loan). Except for dividends or distributions permitted bySection 9.9 of the Loan Agreement, Guarantor shall not be entitled to enforce or receive payment ofany sums hereby subordinated until the Loan have been paid and performed in full, and any such sumsreceived in violation of this Guaranty shall not be commingled withother monies of Guarantor and shall be received by Guarantor in trust for Administrative Agenton behalf of Lenders and itself.     **12. ****Payments; Application**. All payments to be made hereunder by Guarantor shall be madein lawful money of the United States of America at the time of payment, shall be made
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in immediately available funds, and shall be madewithout deduction (whether for taxes or otherwise)or offset. All payments made by Guarantor hereunder shall be applied as follows; first, to allcosts and expenses (including, but not limited to, reasonable attorneys’ fees, expenses and courtcosts) incurred by Administrative Agent in enforcing this Guaranty or in collecting the GuaranteedObligations; second, to all accrued and unpaid interest and fees owing to Administrative Agent andLenders constituting Guaranteed Obligations; and third, to the balance of the GuaranteedObligations, all subject to the terms of the Loan Agreement.     **13. ****[Intentionally Omitted]**     **14. ****Notices**. Any notice or other communication required or permitted under this Guarantyshall be in writing and personally delivered, mailed by registered or certified U.S. mail (returnreceipt requested and postage prepaid), sent by telecopier (with a confirming copy sent by regularmail), or sent by prepaid nationally recognized overnight courier service, and addressed to therelevant party at its address set forth below, or at such other address as such party may, bywritten notice, designate as its address for purposes of notice under this Guaranty:If to Administrative Agent, at:The PrivateBank and Trust Company