jointly and severally, together with each Other Guarantor (as defined in Section 3below), and, unconditionally and irrevocably, guarantees, irrespective of the validity orenforceability of any instrument, writing or agreement relating to or the subject of any suchadvances, financial accommodation or loans (including, but not limited to, the Loan Documents), andwhether or not due or to become due before or after any bankruptcy or insolvency proceedinginvolving Borrower or would have become due but for Borrower’s bankruptcy proceeding, (i) the fulland prompt payment to Administrative Agent and Lenders at maturity, whether by acceleration orotherwise, and at all times thereafter of any and all “Liabilities” (as defined in the LoanAgreement) of every kind and nature of Borrower to Administrative Agent and Lenders (arising out ofor in connection with the Loan, the Loan Agreement, and each of the other Loan Documents to whichBorrower (or any of its Affiliates) is a party, including, without limitation, for principal,interest, default interest, charges, fees, indemnification, costs, expenses, reasonable attorneys’fees, or otherwise), 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, howsoever evidenced, whether now existing or hereafter created or arising, directly orindirectly, primary or secondary, absolute or contingent, due or to become due, and howsoeverowned, held or acquired, whether through discount, overdraft, purchase, direct loan or ascollateral, or otherwise, and (ii) the prompt, full and faithful performance and discharge byBorrower of each and every of the terms, conditions, agreements, covenants, representations andwarranties on the part of Borrower contained in any agreement, the Loan Agreement and each of theother Loan Documents to which Borrower is a party, and any other promissory notes, loan agreements,or security agreements, or in any modification or addenda thereto or substitution thereof inconnection with any advance, credit or financial accommodation afforded by Administrative Agent onbehalf of Lenders to Borrower (collectively the “**Guaranteed Liabilities**”); and (b) Guarantorfurther agrees to pay all costs and expenses, legal and/or otherwise (including, but not limitedto, court costs and reasonable attorneys’ fees and expenses), paid or incurred by AdministrativeAgent on behalf of Lenders in endeavoring to collect the Guaranteed Liabilities, the ExtraordinaryClaims (as hereinbelow defined), or in either case, any part thereof, or in enforcing this Guarantyor in defending any suit based on any act of commission or omission of Administrative Agent orLenders with respect to the Indebtedness, the Collateral (as defined in the Loan Agreement), orthis Guaranty or in connection with any Recovery Claim (as hereinbelow defined) (the “**EnforcementCosts**”); and (c) Guarantor further agrees to pay any and all costs, losses, damages and reasonableattorney’s fees incurred by the Administrative Agent in connection with any of the following: (i)misapplication or misappropriation of any insurance or condemnation proceeds; and (ii) Borrower orGuarantor institutes or becomes by virtue of a counterclaim a party to any case, action, suit, orproceeding which reduces, impedes or impairs Administrative Agent’s right of recourse to theCollateral or any part thereof or Borrower or Guarantor engages in any act, omission, ormisrepresentation which has the effect of suspending, delaying, reducing, impeding, or impairingthe Administrative Agent’s right of recourse to the Collateral or any part thereof (each of theaforesaid are collectively referred to as an “**Extraordinary Claims**”). The Guaranteed Liabilities,the Enforcement Costs, and theExtraordinary Claims are collectively referred to as the “**GuaranteedObligations**.” Capitalized terms used herein and not otherwise defined herein shall have themeaning given to them in the Loan Agreement.     Guarantor hereby further agrees as follows:
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     **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 ofGuarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional,and continuing 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 against Guarantor whether such action isbrought against Borrower or any other guarantor of Borrower’s Indebtedness, obligations orliabilities to Administrative Agent and Lenders (each an “**Other Guarantor**”) or whether Borrower orany such Other Guarantor is joined in such action. Guarantor agrees that Guarantor’s liabilityhereunder shall be immediate and shall not be contingent upon the exercise or enforcement of anylien, security interest, mortgage or realization upon any security or collateral AdministrativeAgent may at any time possess. Guarantor agrees that any release which may be given byAdministrative Agent to Borrower or any Other Guarantor shall not release Guarantor. Guarantorconsents and agrees that
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Administrative Agent shall be under no obligation to marshal any assets of Borrower or anyOther Guarantor in favor of said Guarantor, or against or in payment of any or all of theGuaranteed 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 or otherfinancial 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 Administrative Agentor any Lender to institute suit against Borrower or under any other guaranty; or to exhaust anyrights 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 prosecute proceedings to cover anydeficiency as a condition of any payment hereunder or enforcement hereof. At any sale of thesecurity or collateral for the Loan, or any part thereof, whether by commercial code sale orotherwise, Administrative Agent may, at its discretion, purchase all or any part of such collateraloffered for sale, for its own account (on behalf of the Lenders and itself), and may apply againstthe amount bid therefore the balance due it pursuant to the terms of the Loan Agreement and otherLoan Documents. Guarantor further agrees that Guarantor is bound to the payment of all GuaranteedObligations, whether now existing or hereafter accruing, as fully as if such Guaranteed Obligationswere directly owing to Administrative Agent and
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Lenders by Guarantor. Guarantor further waives any defense arising by reason of anydisability or other defense (other than the defense that the Guaranteed Obligations shall have beenfully and finally performed and indefeasibly paid) of Borrower or by reason of the cessation fromany cause whatsoever of the liability of Borrower in respect thereof. Guarantor consents to anyand all forbearances and extensions of the time of payment of the Loan Agreement or any of theother Loan Documents, and to any and all changes in the terms, covenants and conditions thereofhereafter made or granted, and to any part of the collateral therefor; it being the intention andagreement hereof that Guarantor shall remain unconditionally liable as a principal as, to and untilthe Guaranteed Obligations shall have been fully repaid to Administrative Agent on behalf of theLenders, and the terms, covenants and conditions of the Loan Agreement and of the other LoanDocuments and all other notes, instruments, writing or agreements evidencing or securing theGuaranteed Obligations shall have been fully performed and observed, notwithstanding any act,omission or thing which might otherwise operate as a legal or equitable discharge of Borrower orGuarantor.     (c) Guarantor hereby waives: (1) any rights to assert against Administrative Agent or Lendersany defense (legal or equitable), setoff, counterclaim, or claim which Guarantor may now or at anytime hereafter have against Borrower or any other party liable to Administrative Agent or Lenders(other than the defense that the Guaranteed Obligations shall have been fully and finally performedand indefeasibly paid); and (2) any defense, setoff, counterclaim, or claim, of any kind or 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, butnot limited to, any of the Loan Documents). Without limiting the generality of the foregoing orany other provisions of this Guaranty, Guarantor agrees that this Guaranty shall not be discharged,limited, impaired or affected by: (a) the transfer of all or any part of the personal property orreal property described in any of the Loan Documents; (b) any sale, pledge, surrender, indulgence,alteration, substitution, exchange, modification or other disposition of any of the GuaranteedObligations, all of which Lender is expressly authorized to make from time to time; (c) anyfailure, neglect or omission on the part of Administrative Agent or Lenders to realize or protectany of the Guaranteed Obligations, or any personal property or real property or lien security givenas security therefor, or to exercise any lien upon or right of appropriation of monies, credits orproperty of Borrower toward liquidation of the Indebtedness, or performance of the covenantsguaranteed hereby; and (d) any proceedings with respect to the voluntary or involuntaryliquidation, dissolution, sale or other disposition of all or substantially all the assets, themarshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for thebenefit of creditors, reorganization, arrangement, imposition or readjustment of, or other similarproceedings affecting Borrower or any Other Guarantor or any of their respective assets, it beingexpressly understood and agreed that no such proceeding shall affect, modify, limit or dischargethe liability or obligation of Guarantor hereunder in any manner whatsoever, and that Guarantorshall continue to remain absolutely liable under this Guaranty to the same extent, and in the samemanner, as if such proceedings had not been instituted.     (d) Guarantor hereby waives any right of subrogation Guarantor has or may have as againstBorrower until all preference periods under all applicable laws have expired. In addition,Guarantor hereby waives any right to proceed against Borrower, now or hereafter for contribution,indemnity, reimbursement and any other suretyship rights and claims, whether direct or indirect,liquidated or contingent, whether arising under express or implied contract or
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by operation of law, which Guarantor may now have or hereafter have as against Borrower.Until the Guaranteed Obligations are indefeasibly paid in full hereunder, Guarantor also herebywaives any right to recourse to or with respect to any asset of Borrower. Guarantor agrees that inlight of the immediately foregoing waivers, the execution of the Guaranty shall not be deemed tomake Guarantor a “creditor” of Borrower, and that for purposes of Sections 547 and 550 of theBankruptcy Code, Guarantor shall not be deemed a “creditor” of Borrower.     **6. ****Releases**. No release or discharge of the Other Guarantor, or of any other personor entity, 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 this Section are in addition to all other rights andremedies which the Administrative Agent and Lenders may otherwise have in equity or at law.     **8. ****Recovery Claim**. Should a claim (“**Recovery Claim**”) be made upon AdministrativeAgent or Lenders at any time for recovery of any amount received by Administrative Agent or Lendersin payment of the Guaranteed Obligations (whether received from Borrower, Guarantor pursuanthereto, or otherwise) and should Administrative Agent or any Lender repay all or part of saidamount by reason of (a) any judgment, decree, or order of
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any court or administrative body having jurisdiction over Administrative Agent or any Lenderor any of its respective property; or (b) any reasonable settlement or compromise of any suchRecovery Claim effected by Administrative Agent or such Lender with the claimant (includingBorrower), Guarantor shall remain liable to Administrative Agent and Lenders for the amount sorepaid to the same extent as if such amount had never originally been received by AdministrativeAgent and Lenders, notwithstanding any termination hereof or the return of this document toGuarantor or the cancellation of any note or other instrument 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 shallconstitute representations and warranties of Guarantor to Administrative Agent (for the benefit ofLenders and itself), which shall survive the execution and delivery hereof, and that AdministrativeAgent on behalf 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, the effectof which will materially impair performance by the Guarantor of Guarantor’s obligations pursuant toand as contemplated by the terms of this Guaranty, and neither the execution and delivery of thisGuaranty nor compliance with the terms and provisions of this Guaranty, will violate any law or anypresently existing regulation, order, writ, injunction or decree of any court or governmentaldepartment, commission, board, bureau, agency or instrumentality, will conflict or will beinconsistent with, or will result in any breach of, any of the terms, covenants, conditions orprovisions 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 forany lien, charge or encumbrance upon any of the property or assets of the Guarantor, or any otherindenture, mortgage, deed of trust, instrument, document, agreement or contract of any kind towhich Guarantor is a party or by which Guarantor may be bound of which the Guarantor is a party orby which Guarantor may be bound, or in the event of any such conflict, the required consent orwaiver of the other party or parties thereto has been validly granted, is in full force and effectand is valid and sufficient therefor. This Guaranty is the legal, valid and binding obligation ofthe Guarantor and is enforceable against the Guarantor in accordance with its terms.     (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
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of Guarantor’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 with other monies of Guarantor andshall be received by Guarantor in trust for Administrative Agent on behalf of Lenders and itself.     **12. ****Payments; Application**. All payments to be made hereunder by Guarantor shall bemade in lawful money of the United States of America at the time of payment, shall be made inimmediately available funds, and shall be made without 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
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Guaranteed Obligations; second, to all accrued and unpaid interest and fees owing toAdministrative Agent and Lenders constituting Guaranteed Obligations; and third, to the balance ofthe Guaranteed Obligations, all subject to the terms of the Loan Agreement.     **13. ****[Intentionally Omitted]**     **14. ****Notices**. Any notice or other communication required or permitted under thisGuaranty shall be in writing and personally delivered, mailed by registered or certified U.S. mail(return receipt requested and postage prepaid), sent by telecopier (with a confirming copy sent byregular mail), or sent by prepaid nationally recognized overnight courier service, and addressed tothe relevant 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