Exhibit 10.8
AFFIRMATION OF
GUARANTY
This AFFIRMATION OF GUARANTY
is made as of February 27, 2009 (“Affirmation”),
by and among SAFEGUARD DELAWARE, INC. (“SDI”),
SAFEGUARD SCIENTIFICS (DELAWARE), INC. (“SSI”;
collectively with SDI, “Guarantors”, each, a
“Guarantor”) and COMERICA BANK
(“Bank”).
RECITALS
Bank and CLARIENT, INC.
(“Borrower”) are parties to that certain Amended and
Restated Loan Agreement dated as of February 28, 2008, as
amended from time to time (the “Agreement”).
Guarantors executed for the benefit of Bank a Third Amended and
Restated Unconditional Guaranty dated as of January 17, 2007,
guarantying amounts owing by Borrower to Bank, as affirmed by that
certain Amendment and Affirmation of Guaranty dated as of
February 28, 2007, as affirmed by that certain Affirmation of
Guaranty dated as of March 15, 2007, as affirmed by that
certain Affirmation of Guaranty dated as of November 1, 2007,
as affirmed by that certain Affirmation of Guaranty dated as of
July 31, 2008, and as further affirmed from time to time
(collectively, the “Guaranty”). Bank and Borrower
propose to enter into a Fifth Amendment to Amended and Restated
Loan Agreement (the “Amendment”). Bank has agreed
to enter into the Amendment provided, among other things, that each
Guarantor consents to the Amendment and agrees that the Guaranty
will remain effective. Capitalized terms used and not
otherwise defined herein shall have the meanings given in the
Agreement.
AGREEMENT
NOW, THEREFORE,
each Guarantor agrees as
follows:
1.
Each Guarantor consents to the
execution, delivery and performance by Borrow
