GUARANTOR’S ACKNOWLEDGMENT. By signing below, the Guarantor # acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of this Second Amendment, # acknowledges and agrees that its obligations in respect of its Guaranty # are not released, diminished, waived, modified, impaired or affected in any manner by this Second Amendment or any of the provisions contemplated herein, and # includes all Obligations as assumed by the Borrower, # ratifies and confirms its obligations under its Guaranty, and # acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, its Guaranty.

Each Guarantor hereby # acknowledges receipt of a copy of the Guarantor # acknowledges, consents and agreesforegoing Second Amendment to Credit Agreement (the "Second Amendment"; capitalized terms used but not otherwise defined herein shall have the execution, delivery and performancemeanings ascribed to such terms in the Credit Agreement as amended by the BorrowerSecond Amendment); # consents to Borrower's execution and delivery of thisthe Second Amendment,Amendment; # affirms that nothing contained in the Second Amendment shall modify in any respect whatsoever any Loan Document to which it is a party except as expressly set forth therein; and # ratifies, affirms, acknowledges and agrees that itseach of the Loan Documents to which such Guarantor is a party represents the valid, enforceable and collectible obligations in respect of its Guaranty # are not released, diminished, waived, modified, impaired or affected in any manner by thissuch Guarantor. Each Guarantor hereby agrees that the Second Amendment in no way acts as a release or anyrelinquishment of the provisions contemplated herein,Liens and # includes allrights securing payments of the Obligations. The guarantee, Liens and rights securing payment of the Obligations (including as assumedamended by the Borrower, # ratifiesSecond Amendment) are hereby ratified and confirms its obligations under its Guaranty,confirmed by each Guarantor in all respects. Although each Guarantor has been informed of the matters set forth herein and # acknowledgeshas acknowledged and agreesagreed to same, such Guarantor understands that itneither the Administrative Agent nor any Lender has no claimsany obligation to inform such Guarantor of such matters in the future or offsets against,to seek such Guarantor's acknowledgment or defensesagreement to future amendments, waivers or counterclaims to, its Guaranty.consents, and nothing herein shall create such a duty.