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 foregoing Second Amendment to Credit Agreement (the "Second Amendment"; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement as amended by the Second Amendment); # consents to Borrower's execution and delivery of the Second 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 each of the Loan Documents to which such Guarantor is a party represents the valid, enforceable and collectible obligations of such Guarantor. Each Guarantor hereby agrees that the Second Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The guarantee, Liens and rights securing payment of the Obligations (including as amended by the Second Amendment) are hereby ratified and confirmed by each Guarantor in all respects. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, such Guarantor understands that neither the Administrative Agent nor any Lender has any obligation to inform such Guarantor of such matters in the future or to seek such Guarantor's acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.