GUARANTY

Guaranty. Guarantor hereby unconditionally, irrevocably and absolutely guarantees as primary obligor and not merely as surety, the punctual payment when due of all of Debtor’s payment obligations and payment liabilities arising under the Agreement, as may be amended, restated, supplemented or modified from time to time, together with any interest thereon and all other monetary obligations of Debtor to Creditor under the Agreement, when and as due, including reasonable and documented fees, costs, expenses (including, without limitation, reasonable and documented fees and expenses of counsel incurred by Creditor in enforcing any rights under this Guaranty or the Agreement), contract causes of action and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, fixed or otherwise, however arising and whether now or hereafter incurred, and whether the Debtor may be liable individually or jointly with others (collectively, the “Guaranteed Obligations”).

Guaranty Absolute and Unconditional; No Waiver of Obligations. This is a guaranty of payment and not of collection. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Agreement, regardless of any law, regulation or order of any governmental authority now or hereafter in effect. The obligations of the Guarantor hereunder are independent of the obligations of the Debtor under the Agreement. A separate action may be brought against the Guarantor to enforce this Guaranty, whether or not any action is brought against the Debtor or whether or not the Debtor is joined in any such action. The liability of the Guarantor hereunder is irrevocable, continuing, absolute and unconditional and the obligations of the Guarantor hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise effected by, and the Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by reason of: (a) any illegality or lack of validity or enforceability of any of the Guaranteed Obligations or the Agreement or any related agreement or instrument; (b) any change in the time, place or manner of payment of, or in any other term of, the Guaranteed Obligations or any other obligation of the Debtor under the Agreement, or any rescission, waiver, amendment or other modification of any Finance Document (as such term is defined in the Agreement) or any other agreement, including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise; (c) any taking, release, impairment, amendment, waiver or other modification of any guaranty, for the Guaranteed Obligations; (d) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; (e) any change, restructuring or termination of the corporate structure, ownership or existence of the Debtor or any of its subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Debtor or its assets or any resulting release or discharge of any Guaranteed Obligation; (f) any failure of Creditor to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Debtor now or hereafter known to Creditor; the Guarantor waiving any duty of the Creditor to disclose such information; (g) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Debtor against Creditor; (h) any lack of authority of any officer, director, partner, agent or any other person acting or purporting to act on behalf of the Debtor or any defect in the formation of Debtor; (i) the application by the Debtor of the proceeds of any Guaranteed Obligations for purposes other than the purposes represented by Debtor to, or intended or understood by, Creditor or Guarantor; (j) any act or omission by Creditor which directly or indirectly results in or aids the discharge of the Debtor or any portion of the Guaranteed Obligations by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of Creditor against the Debtor; (k) any impairment of the value of any interest in any security for the Guaranteed Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (l) any of the Guaranteed Obligations being denominated in a foreign currency, or (m) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Creditor that might vary the risk of the Guarantor or otherwise operate as a defense available to, or a legal or equitable discharge of, the Debtor or any other guarantor or surety.

Waiver. (a) Guarantor hereby unconditionally and irrevocably waives any right to revoke this Agreement and acknowledges that this Agreement is continuing in nature and applies to all Guaranteed Obligations.

Term; Termination; Extent of Guaranty. (a) This Guaranty is a continuing Guaranty and shall remain in full force and effect until the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty and the Agreement.

No Conditions. Guarantor waives any right to require Creditor to make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by Creditor as security for or which constitute in whole or in part the Guaranteed Obligations hereunder, or in connection with the creation of new or additional obligations. There are no conditions precedent to the enforcement of this Guaranty. It shall not be necessary for Creditor, in order to enforce payment by Guarantor under this Guaranty, to show any proof of Debtor's default, to exhaust its remedies against Debtor, any other guarantor, or any other person liable for the payment or performance of the Guaranteed Obligations. Creditor shall not be required to mitigate damages or take any other action to reduce, collect, or enforce the Guaranteed Obligations.

Subrogation, Subordination. Without limiting any other right Creditor has at law or in equity against the Guarantor, if Debtor fails to pay any obligation when and as due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor agrees to promptly pay the amount of such unpaid obligations to Creditor in cash. Upon payment by Guarantor of any sums to Creditor as provided herein, all of the Guarantor’s rights of subrogation, exoneration, contribution, reimbursement, indemnity or otherwise arising therefrom against Debtor shall be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all obligations. In addition, any indebtedness of the Debtor now or hereafter held by Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed Obligations. The Guarantor hereby subordinates any and all obligations owed to the Guarantor by the Debtor to the Guaranteed Obligations.

Representations and Warranties. Guarantor represents and warrants to Creditor that: (a) this Guaranty is executed at Debtors' request; (b) Guarantor shall not, without Creditor's prior written consent, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or a substantial or material part of Guarantor's assets other than in the ordinary course of Guarantor's business; (c) Creditor has made no representation to Guarantor as to the creditworthiness of any of the Debtors; (d) Guarantor will not be rendered insolvent by the execution, delivery, and performance of its obligations under this Guaranty, and (e) Guarantor has established adequate means of obtaining from each of the Debtors on a continuing basis financial and other information pertaining to Debtors' financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor's risks hereunder, and Guarantor further agrees that Creditor shall have no obligation to disclose to Guarantor any information or material about any of the Debtors which is acquired by Creditor in any manner.

Notices. All demands, notices and other communications provided for hereunder shall, unless otherwise specifically provided herein, (a) be in writing addressed to the party receiving the notice at the address set forth below or at such other address as may be designated by written notice, from time to time, to the other party, and (b) be effective upon delivery, when mailed by first class mail, registered or certified, return receipt requested, postage prepaid, personally delivered. Notices shall be sent to the following addresses or facsimile number of the addressee set out below:

No Waiver; Remedies. No failure on the part of Creditor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Taxes. Any and all payments by Guarantor under or in respect of this Guaranty shall be made free and clear of, and without any deduction for or on account of any present or future taxes. Should any payments by the Guarantor under this Guaranty be subject to any deductions or withholdings whatsoever, Guarantor shall pay additional amounts equal to all amounts deducted or withheld with the effect that Creditor receives and retains all amounts it would have received and retained if no deductions or withholdings were made.

Right of Set-off. Creditor and its affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and without prior notice to Guarantor or Debtor, any such notice being expressly waived by the Guarantor, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Creditor or any such affiliate to or for the credit or the account of the Guarantor against any and all of the obligations of the Guarantor now or Guaranty hereafter existing under this Guaranty or the Agreement to Creditor or its Affiliates whether direct or indirect, absolute or contingent, matured or unmatured, and irrespective of whether or not Creditor or its affiliate shall have made any demand under this Guaranty or the Agreement and although such obligations of Guarantor are owed to a branch, office or affiliate of Creditor different from the branch, office or affiliate holding such deposit or obligated on such indebtedness. The rights of Creditor and its affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that Creditor or such affiliate may have. Creditor agrees to notify Guarantor promptly after any such set off and appropriation and application; provided that the failure to give such notice shall not affect the validity of such set off and appropriation and application.

Indemnification. (a) Guarantor hereby agrees to indemnify and hold harmless Creditor and each of Creditor’s affiliates, and the directors, officers, employees, agents, advisors and representatives of it and its affiliates (“Related Parties”) (each such Person being called an “Indemnitee”) from any losses, damages, liabilities, claims and related expenses (including the reasonable fees and expenses of a single counsel for each Indemnitee (and, if necessary, one local counsel in each applicable jurisdiction and one regulatory counsel)), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Guarantor) arising out of, in connection with or resulting from this Guaranty (including, without limitation, enforcement of this Guaranty) or any failure of any obligations to be the legal, valid, and binding obligations of the Debtor enforceable against the Debtor in accordance with their terms, whether brought by a third party or by the Guarantor, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (ii) result from a claim brought by the Guarantor against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations hereunder or under the Agreement, if the Guarantor or Creditor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (iii) result from a claim brought by one Indemnitee against another Indemnitee that does not involve an act or omission by, or a condition relating to, the Debtor or any affiliate thereof.

Assignment; Successors and Assigns. Creditor may, upon notice to Guarantor, assign its rights hereunder without the consent of Guarantor. Guarantor may not assign its rights hereunder without the prior written consent of Creditor. Subject to the foregoing, this Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns, and legal representatives. In connection therewith, Creditor may disclose all documents and information which Creditor now has or hereafter acquires relating to Guarantor and/or this Guaranty, whether furnished by Debtors, Guarantor or otherwise. Guarantor further agrees that Creditor may disclose such documents and information to Debtors.

Submission to Jurisdiction. Guarantor irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and the Guarantor irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by applicable law, in such federal court in New York City. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing herein or in any other agreement shall affect any right that Creditor may otherwise have to bring any action or proceeding relating to this Guaranty or any related document against Guarantor or its properties in the courts of any jurisdiction. Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Entire Agreement. This Guaranty sets forth the entire understanding and agreement between the parties as to matters covered herein and expressly supersedes all prior guarantees, agreements and understandings between the parties, whether oral or written, with respect to the subject matter hereof. Any change, modification, amendment, or alteration of this Guaranty shall be in writing and signed by Guarantor and Creditor and no course of dealing between the parties prior or subsequent to the date of this Guaranty shall be construed to change, modify, amend, alter or waive the terms hereof.