December 30, 2002 Continuing and Unconditional Guaranty Between BANK: and GUARANTOR: Bank of America, N.A. Banking Center. 101 South Tryon Street, dth Floor Charlotte, North Carolina 28255 Narrows Holdings LW c/o Rubin, Baum, Levin, Constant & Friedman 30 Rockefeller Plaza New York, New York 10112 Attention: David A. Mandel, Esq. BORROWER": Leon D. Black 1. Guaranty. FOR VALUE RECEIVED, and to induce Bank of America, N.A. (the "Bank") to make the loans or advances contemplated by the Note (as hereinafter defined), the undersigned ("Guarantor") hereby irrevocably and unconditionally guarantees to the Bank the full and prompt payment when due, whether by acceleration or otherwise, and the faithful, prompt and complete compliance by Borrower of and with any and all Liabilities (as hereinafter defined) and Obligations (as hereinafter defined) of Borrower to the Bank. This Guaranty is intended to provide a continuing guarantee of the payment of Liabilities, without limitation as to amounts guaranteed hereunder. The undertakings and obligations of Guarantor hereunder are independent of the Liabilities and Obligations of Borrower and a separate action or actions for payment, damages or performance may be brought or prosecuted against Guarantor, regardless of whether (i) an action is brought against Borrower or any other guarantor of the Obligations or the Liabilities or to realize upon any security for the Liabilities and/or Obligations, (ii) Borrower is joined in any such action or actions, or (iii) notice is given or demand is made upon Borrower. The Bank shall not be required to proceed first against Borrower, or any other person, or entity, whether primarily or secondarily liable, or against any collateral held by it, before proceeding against Guarantor for payment, and Guarantor shall not be entitled to assert as a defense to the enforceability of the Guaranty any defense of Borrower with respect to any Liabilities or Obligations.