**NOW, THEREFORE**, in consideration of the premises and mutual covenants contained herein, theparties hereto agree as follows:**1. ****Guaranty**. Each Guarantor hereby jointly and severally, unconditionally,absolutely, continually and irrevocably guarantees to the Agent for the benefit of the BenefitedParties the payment and performance in full of the Guaranteed Liabilities (as defined below). Forall purposes of this Guaranty Agreement, “Guaranteed Liabilities” means: (a) theBorrower’s prompt payment in full, when due or declared due and at all such times, of allObligations and all other amounts pursuant to the terms of the Credit Agreement, the Notes and allother Loan Documents heretofore, now or at any time or times hereafter owing, arising, due orpayable from the Borrower to any one or more of the Benefited Parties, including principal,interest, premiums and fees (including reasonable fees, charges and disbursements of counsel(collectively, “Attorneys Costs”); (b) the Borrower’s prompt, full and faithfulperformance, observance and discharge of each and every agreement, undertaking, covenant andprovision to be performed, observed or discharged by the Borrower under the Credit Agreement, theNotes and all other Loan Documents; and (c) the prompt payment in full by each Loan Party, when dueor declared due and at all such times, of obligations and liabilities now or hereafter arisingunder Secured Cash Management Agreements and Secured Hedge Agreements. The Guarantors’ obligationsto the Benefited Parties under this Guaranty Agreement are hereinafter collectively referred to asthe “Guarantors’ Obligations” and, with respect to each Guarantor individually, the“Guarantor’s Obligations”. Notwithstanding the foregoing, the liability of each MaterialSubsidiary of the Borrower individually with respect to its Guarantor’s Obligations shall belimited to an aggregate amount equal to the largest amount that would not render its obligationshereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or anycomparable provisions of any applicable state law.Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subjectto the limitation in the immediately preceding sentence) for the Guaranteed Liabilities.**2. ****Payment**. If the Borrower shall default in payment or performance of any of theGuaranteed Liabilities, whether principal, interest, premium, fees (including, but not limited to,Attorneys Costs), or otherwise, when and as the same shall become due, and after expiration of anyapplicable notice, grace and cure periods, whether according to the terms of the Credit Agreement,by acceleration, or otherwise, or upon the occurrence and during the continuance of any Event ofDefault under the Credit Agreement, then any or all of the Guarantors will, upon demand thereof bythe Agent, (i) fully pay to the Agent, for the benefit of the Benefited Parties, subject to anyrestriction on each Guarantor’s Obligations set forth in Section 1 hereof, an amount equalto all the Guaranteed Liabilities then due and owing or declared or deemed to be due and owing,including for this purpose, in the event of any Event of Default under Section 9.01(f) ofthe Credit Agreement (irrespective of the applicability of any restriction on acceleration or otheraction as against any other Loan Party under any Debtor Relief Laws), the entire outstanding oraccrued amount of all Obligations or (ii) perform the Guaranteed Liabilities, as applicable. Forpurposes of this Section 2 the Guarantors acknowledge and agree that “GuaranteedLiabilities” shall be deemed to include any amount (whether principal, interest, premium or fees)which would have been accelerated in accordance with Section 9.02 of the Credit Agreementbut for the fact that such acceleration could be unenforceable or is not allowed under any DebtorRelief Law. Any time that the Agent is entitled to exercise its rights and remedies hereunder, itmay in its discretion elect to demand payment and/or performance. If theAgent elects to demand performance, it shall at all times thereafter have the right to demandpayment until all of the Guaranteed Obligations have been paid and performed in full. If Lenderelects to demand payment, it shall at all times thereafter have the right to demand performanceuntil all of the Guaranteed Obligations have been paid and performed in full.
 
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**3. ****Absolute Rights and Obligations**. This is a guaranty of payment and not ofcollection. The Guarantors’ Obligations under this Guaranty Agreement shall be joint and several,absolute and unconditional irrespective of, and each Guarantor hereby expressly waives, to theextent permitted by law, any defense to its obligations under this Guaranty Agreement and allSecurity Instruments to which it is a party by reason of:(a) any lack of legality, validity or enforceability of the Credit Agreement, of any ofthe Notes, of any other Loan Document, or of any other agreement or instrument creating,providing security for, or otherwise relating to any of the Guarantors’ Obligations, any ofthe Guaranteed Liabilities, or any other guaranty of any of the Guaranteed Liabilities (theLoan Documents and all such other agreements and instruments being collectively referred toas the “Related Agreements”);(b) any action taken under any of the Related Agreements, any exercise of any right orpower therein conferred, any failure or omission to enforce any right conferred thereby, orany waiver of any covenant or condition therein provided;(c) any acceleration of the maturity of any of the Guaranteed Liabilities, of theGuarantor’s Obligations of any other Guarantor, or of any other obligations or liabilitiesof any Person under any of the Related Agreements;(d) any release, exchange, non-perfection, lapse in perfection, disposal, deteriorationin value, or impairment of any security for any of the Guaranteed Liabilities, for any ofthe Guarantor’s Obligations of any Guarantor, or for any other obligations or liabilities ofany Person under any of the Related Agreements;(e) any dissolution of the Borrower or any Guarantor or any other party to a RelatedAgreement, or the combination or consolidation of the Borrower or any Guarantor or any otherparty to a Related Agreement into or with another entity or any transfer or disposition ofany assets of the Borrower or any Guarantor or any other party to a Related Agreement;(f) any extension (including, without limitation, extensions of time for payment),renewal, amendment, restructuring or restatement of, any acceptance of late or partialpayments under, or any change in the amount of any borrowings or any credit facilitiesavailable under, the Credit Agreement, any of the Notes or any other Loan Document or anyother Related Agreement, in whole or in part;
 
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(g) the existence, addition, modification, termination, reduction or impairment ofvalue, or release of any other guaranty (or security therefor) of the GuaranteedLiabilities (including, without limitation, the Guarantor’s Obligations of any otherGuarantor and obligations arising under any other Guaranty now or hereafter in effect);(h) any waiver of, forbearance or indulgence under, or other consent to any change inor departure from any term or provision contained in the Credit Agreement, any other LoanDocument or any other Related Agreement, including, without limitation, any term pertainingto the payment or performance of any of the Guaranteed Liabilities, any of the Guarantor’sObligations of any other Guarantor, or any of the obligations or liabilities of any party toany other Related Agreement;(i) the staying or delaying by any Law or tribunal of an acceleration of the time forpayment of any amount payable by the Borrower under the Note, the Credit Agreement or anyother Loan Document;(j) (i) any defense to the recovery by the Agent against any Guarantor of anydeficiency or otherwise to the enforcement of this Guaranty or any security for thisGuaranty based upon the Agent’s election of any remedy against any Guarantor or Borrower,including the defense to enforcement of this Guaranty (the so-called “Gradsky” defense)which, absent this waiver, any Guarantor would have by virtue of an election by the Agent toconduct a non-judicial foreclosure sale (also known as a “trustee’s sale”) of any realproperty security for the Indebtedness, it being understood by the Guarantors that any suchnon-judicial foreclosure sale will destroy, by operation of California Code of CivilProcedure (“CCP”) Section 580d, all rights of any party to a deficiency judgment againstBorrower and, as a consequence, will destroy all rights that the Guarantors would otherwisehave (including the right of subrogation, the right of reimbursement, and the right ofcontribution) to proceed against Borrower; (ii) any defense or benefits that may be derivedfrom CCP Sections 580a, 580b, 580d or 726, or comparable provisions of the laws of any otherjurisdiction and all other anti-deficiency and one form of action defenses under the laws ofCalifornia and any other jurisdiction; and (iii) any right to a fair value hearing under CCPSection 580a, or any other similar law, to determine the size of any deficiency owing (forwhich the Guarantors would be liable hereunder) following a non-judicial foreclosure sale.Nothing in this subsection (k) shall operate to change, waive or affect the benefits ordefenses arising under Division 3, Part 4, Title 14, Chapter 2 of the California Civil Code,and all successor sections, or comparable provisions of the laws of any other jurisdictions;(k) any rights and defenses that the Guarantors may have because the GuaranteedObligations are secured by real property, including, without limitation:(a) that the Agent may collect from any Guarantor without first foreclosing onany real or personal property collateral pledged by Borrower; and(b) if the Agent forecloses on any real property collateral pledged by Borrower:(A) the amount of the Guaranteed Obligations may be reduced only by the price forwhich that collateral is sold at the foreclosure sale, even if the collateral isworth more than the sale price; and (B) the Agent may collect from the Guarantorseven if the Agent, by foreclosing on the real property collateral, has destroyed anyright any Guarantor may have to collect from Borrower.
 
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This is an unconditional and irrevocable waiver of any rights and defenses that theGuarantors may have because the Guaranteed Obligations are secured by real property. Theserights and defenses include, but are not limited to, any rights or defenses based upon CCPSections 580a, 580b, 580d, or 726;(l) any rights and defenses arising out of an election of remedies by the Agent, eventhough that election of remedies, such as a nonjudicial foreclosure with respect to securityfor the Guaranteed Obligations, has destroyed any Guarantor’s rights of subrogation andreimbursement against Borrower by operation of CCP Section 580d or otherwise;(m) any rights of subrogation and reimbursement, including (i) any defenses anyGuarantor may have by reason of an election of remedies by the Agent, and (ii) any rights ordefenses any Guarantor may have by reason of protection afforded to Borrower with respect tothe Guaranteed Obligations pursuant to the anti-deficiency or other laws of Californialimiting or discharging Borrower’s obligations, including CCP Sections 580a, 580b, 580d or726;(n) any notice of acceptance of this Guaranty, any rights, defenses and benefits thatmay be derived from Sections 2787 to 2855, inclusive, of the California Civil Code orcomparable provisions of the laws of any other jurisdiction, and all other suretyshipdefenses any Guarantor would otherwise have under the laws of California or any otherjurisdiction; and(o) any other circumstance whatsoever (with or without notice to or knowledge of anyGuarantor) which may or might in any manner or to any extent vary the risks of suchGuarantor, or might otherwise constitute a legal or equitable defense available to, ordischarge of, a surety or a guarantor, including, without limitation, any right to requireor claim that resort be had to the Borrower or any other Loan Party or to any collateral inrespect of the Guaranteed Liabilities or Guarantors’ Obligations, other than repayment infull of the Guaranteed Liabilities or Guarantors’ Obligations.It is the express purpose and intent of the parties hereto that this Guaranty Agreement and theGuarantors’ Obligations hereunder, and, as to additional Guarantors acceding to this GuarantyAgreement after the date hereof, under the applicable Guaranty Joinder Agreement, shall be absoluteand unconditional under any and all circumstances and shall not be discharged except by payment asherein provided.No provision or waiver shall be construed as limiting the generality of any other provision orwaiver contained in this Guaranty. All of the waivers contained herein, to the extent permittedby law, are irrevocable and unconditional and are intentionally and freely made by each Guarantor.
 
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**4. ****Currency and Funds of Payment**. All Guarantors’ Obligations will be paid in lawfulcurrency of the United States of America and in immediately available funds, subject to any law,regulation or decree now or hereafter in effect that might in any manner affect the GuaranteedLiabilities, or the rights of any Benefited Party with respect thereto as against the Borrower, orcause or permit to be invoked any alteration in the time, amount or manner of payment by theBorrower of any or all of the Guaranteed Liabilities.**5. ****Events of Default**. Without limiting the provisions of Section 2 hereof, inthe event that there shall occur and be continuing an Event of Default, then notwithstanding anycollateral or other security or credit support for the Guaranteed Liabilities, at Agent’s election(at the request of or with the consent of the Required Lenders) and without notice thereof ordemand therefor, each of the Guaranteed Liabilities and the Guarantors’ Obligations shallimmediately be and become due and payable.**6. ****Subordination**. Until this Guaranty Agreement is terminated in accordance withSection 22 hereof, each Guarantor hereby unconditionally subordinates all present andfuture debts, liabilities or obligations now or hereafter owing to such Guarantor (i) of theBorrower, to the payment in full of the Guaranteed Liabilities, (ii) of every other Guarantor (an“obligated guarantor”), to the payment in full of the Guarantor’s Obligations of such obligatedguarantor, and (iii) of each other Person now or hereafter constituting a Loan Party, to thepayment in full of the obligations of such Loan Party owing to any Benefited Party and arisingunder the Loan Documents, Secured Cash Management Agreements or Secured Hedge Agreements. Allamounts then due under such subordinated debts, liabilities, or obligations shall, following anyacceleration by the Agent, be collected and, upon request by the Agent, paid over forthwith to theAgent for the benefit of the Benefited Parties on account of the Guaranteed Liabilities, theGuarantors’ Obligations, or such other obligations, as applicable, and, after such request andpending such payment, shall be held by such Guarantor as agent and bailee of the Benefited Partiesseparate and apart from all other funds, property and accounts of such Guarantor.**7. ****Suits**. Each Guarantor from time to time shall pay to the Agent for the benefit ofthe Benefited Parties, on demand, at the Administrative Agent’s Office or such other address as theAgent shall give notice of to such Guarantor, the Guarantors’ Obligations as they become or aredeclared due, and in the event such payment is not made forthwith, the Agent may proceed to suitagainst any one or more or all of the Guarantors. At the Agent’s election, one or more andsuccessive or concurrent suits may be brought hereon by the Agent against any one or more or all ofthe Guarantors, whether or not suit has been commenced against the Borrower, any other Guarantor,or any other Person and whether or not the Benefited Parties have taken or failed to take any otheraction to collect all or any portion of the Guaranteed Liabilities or have taken or failed to takeany actions against any collateral securing payment or performance of all or any portion of theGuaranteed Liabilities, and irrespective of any event, occurrence, or condition described inSection 3 hereof.
 
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**8. ****Set-Off and Waiver**. Each Guarantor waives any right to assert against anyBenefited Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of itsGuarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor maynow or at any time hereafter have against the Borrower or any or all of the Benefited Partieswithout waiving any additional defenses, set-offs, counterclaims or other claims otherwiseavailable to such Guarantor. Each Guarantor agrees that each Benefited Party and each of itsAffiliates shall have a lien for all the Guarantor’s Obligations upon all deposits or depositaccounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafterpledged, mortgaged, transferred or assigned to such Benefited Party or such Affiliate or otherwisein the possession or control of such Benefited Party or such Affiliate for any purpose (other thansolely for safekeeping) for the account or benefit of such Guarantor, including any balance of anydeposit account or of any credit of such Guarantor with such Benefited Party or such Affiliate,whether now existing or hereafter established, and hereby authorizes each Benefited Party and eachof its Affiliates from and after the occurrence of an Event of Default at any time or from time totime, but in each case after obtaining the prior written consent of the Agent, to the fullestextent permitted by applicable law, to apply such balances or any part thereof to such of theGuarantor’s Obligations to the Benefited Parties then due and in such amounts as provided for inthe Credit Agreement or otherwise as they may elect. For the purposes of this Section 8,all remittances and property shall be deemed to be in the possession of a Benefited Party or itsAffiliate as soon as the same may be put in transit to it by mail or carrier or by other bailee.**9.****Waiver of Notice; Subrogation**.(a) Each Guarantor hereby waives to the extent permitted by law notice of the followingevents or occurrences: (i) acceptance of this Guaranty Agreement; (ii) the Lenders’heretofore, now or from time to time hereafter making Loans and issuing Letters of Creditand otherwise loaning monies or giving or extending credit to or for the benefit of theBorrower or any other Loan Party, or otherwise entering into arrangements with any LoanParty giving rise to Guaranteed Liabilities, whether pursuant to the Credit Agreement or theNotes or any other Loan Document or Related Agreement or any amendments, modifications, orsupplements thereto, or replacements or extensions thereof; (iii) presentment, demand,default, non-payment, partial payment and protest;, (iv) any transfer or assignmentpursuant to Section 18 hereof, and (v) any other event, condition, or occurrencedescribed in Section 3 hereof. Each Guarantor agrees that each Benefited Party mayheretofore, now or at any time hereafter do any or all of the foregoing in such manner, uponsuch terms and at such times as each Benefited Party, in its sole and absolute discretion,deems advisable, without in any way or respect impairing, affecting, reducing or releasingsuch Guarantor from its Guarantor’s Obligations, and each Guarantor hereby consents to eachand all of the foregoing events or occurrences.
 
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(b) Each Guarantor hereby agrees that payment or performance by such Guarantor of itsGuarantor’s Obligations under this Guaranty Agreement may be enforced by the Agent on behalfof the Benefited Parties upon demand by the Agent to such Guarantor without the Agent beingrequired, such Guarantor expressly waiving to the extent permitted by law any right it mayhave to require the Agent, to (i) prosecute collection or seek to enforce or resort to anyremedies against the Borrower or any other Guarantor or any other guarantor of theGuaranteed Liabilities, or (ii) seek to enforce or resort to any remedies with respect toany security interests, Liens or encumbrances granted to the Agent or any Lender or otherparty to a Related Agreement by the Borrower, any other Guarantor or any other Person onaccount of the Guaranteed Liabilities or any guaranty thereof, **IT BEING EXPRESSLYUNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTYAGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT,EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THECREDIT AGREEMENT.**(c) Each Guarantor further agrees that with respect to this Guaranty Agreement, suchGuarantor shall not exercise any of its rights of subrogation, reimbursement, contribution,indemnity or recourse to security for the Guaranteed Liabilities until 93 days immediatelyfollowing the Facility Termination Date shall have elapsed without the filing orcommencement, by or against any Loan Party, of any state or federal action, suit, petitionor proceeding seeking any reorganization, liquidation or other relief or arrangement inrespect of creditors of, or the appointment of a receiver, liquidator, trustee orconservator in respect to, such Loan Party or its assets. If an amount shall be paid to anyGuarantor on account of such rights at any time prior to termination of this GuarantyAgreement in accordance with the provisions of Section 22 hereof, such amount shallbe held in trust for the benefit of the Benefited Parties and shall forthwith be paid to theAgent, for the benefit of the Benefited Parties, to be credited and applied upon theGuarantors’ Obligations, whether matured or unmatured, in accordance with the terms of theCredit Agreement or otherwise as the Benefited Parties may elect. The agreements in thissubsection shall survive repayment of all of the Guarantors’ Obligations, the termination orexpiration of this Guaranty Agreement in any manner, including, but not limited to,termination in accordance with Section 22 hereof, and occurrence of the FacilityTermination Date.**10. ****Effectiveness; Enforceability**. This Guaranty Agreement shall be effective as ofthe date first above written and shall continue in full force and effect until termination inaccordance with Section 22 hereof. Any claim or claims that the Benefited Parties may atany time hereafter have against a Guarantor under this Guaranty Agreement may be asserted by theAgent on behalf of the Benefited Parties by written notice directed to such Guarantor in accordancewith Section 24 hereof.**11. ****Representations and Warranties**. Each Guarantor warrants and represents to theAgent, for the benefit of the Benefited Parties, that (a) it is duly authorized to execute anddeliver this Guaranty Agreement (or the Guaranty Joinder Agreement to which it is a party, asapplicable), and to perform its obligations under this Guaranty Agreement, (b) this GuarantyAgreement (or the Guaranty Joinder Agreement to which it is a party, as applicable) has been dulyexecuted and delivered on behalf of such Guarantor by its duly
 
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authorized representatives; (c) thisGuaranty Agreement (or the Guaranty Joinder Agreement to which such Guarantor is a party, asapplicable) is legal, valid, binding and enforceable against such Guarantor in accordance with itsterms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratoriumor similar laws affecting the enforcement of creditors’ rights generally and by general equitableprinciples; and (d) such Guarantor’s execution, delivery and performance of this Guaranty Agreement(or the Guaranty Joinder Agreement to which such Guarantor is a party, as applicable) do notviolate or constitute a breach of (i) any of its Organization Documents, (ii) any agreement orinstrument to which such Guarantor is a party, or (iii) any Law to which it or its properties oroperations is subject.**12. ****Expenses and Indemnity**. Each Guarantor agrees to be jointly and severally liablefor the payment of all reasonable fees and expenses, including Attorneys Costs, incurred by anyBenefited Party in connection with the enforcement of this Guaranty Agreement, whether or not suitbe brought. Without limitation of any other obligations of any Guarantor or remedies of the Agentor any Benefited Party under this Guaranty Agreement, each Guarantor shall, to the fullest extentpermitted by Law, indemnify, defend and save and hold harmless the Agent and each Benefited Partyfrom and against, and shall pay on demand, any and all damages, losses, liabilities and expenses(including Attorneys Costs) that may be suffered or incurred by the Agent or such Benefited Partyin connection with or as a result of any failure of any Guaranteed Obligations to be the legal,valid and binding obligations of the Borrower or any other applicable Loan Party enforceableagainst the Borrower or such applicable Loan Party in accordance with their terms. The obligationsof each Guarantor under this paragraph shall survive the payment in full of the GuaranteedObligations and termination of this Guaranty Agreement.**13. ****Reinstatement**. Each Guarantor agrees that this Guaranty Agreement shall continueto be effective or be reinstated, as the case may be, at any time payment received by any BenefitedParty in respect of any Guaranteed Liabilities is rescinded or must be restored for any reason, oris repaid by any Benefited Party in whole or in part in good faith settlement of any pending orthreatened avoidance claim.**14. ****Attorney-in-Fact**. To the extent permitted by law, each Guarantor hereby appointsthe Agent, for the benefit of the Benefited Parties, as such Guarantor’s attorney-in-fact for thepurposes of carrying out the provisions of this Guaranty Agreement and taking any action andexecuting any instrument which the Agent may deem necessary or advisable to accomplish the purposeshereof, which appointment is coupled with an interest and is irrevocable; provided, thatthe Agent shall have and may exercise rights under this power of attorney only upon the occurrenceand during the continuance of an Event of Default.**15. ****Reliance**. Each Guarantor represents and warrants to the Agent, for the benefit ofthe Benefited Parties, that: (a) such Guarantor has adequate means to obtain on a continuing basis(i) from the Borrower or CSI, information concerning the Loan Parties and the Loan Parties’financial condition and affairs, and (ii) from other reliable sources, such otherinformation as it deems material in deciding to provide this Guaranty Agreement and anyGuaranty Joinder Agreement (“Other Information”), and has full and complete access to theLoan Parties’ books and records and to such Other Information; (b) such Guarantor is not relying onany Benefited Party or its or their employees, directors, agents or other representatives orAffiliates, to provide any such information, now
 
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or in the future; (c) such Guarantor has been furnished with and reviewed the terms of the Credit Agreement and such other Loan Documents andRelated Agreements as it has requested, is executing this Guaranty Agreement (or the GuarantyJoinder Agreement to which it is a party, as applicable) freely and deliberately, and understandsthe obligations and financial risk undertaken by providing this Guaranty Agreement (or the GuarantyJoinder Agreement to which it is a party, as applicable); (d) such Guarantor has relied solely onthe Guarantor’s own independent investigation, appraisal and analysis of the Borrower, theBorrower’s financial condition and affairs, the Other Information, and such other matters as itdeems material in deciding to provide this Guaranty Agreement (or the Guaranty Joinder Agreement towhich it is a party, as applicable) and is fully aware of the same; and (e) such Guarantor has notdepended or relied on any Benefited Party or its or their employees, directors, agents or otherrepresentatives or Affiliates, for any information whatsoever concerning the Borrower or theBorrower’s financial condition and affairs or any other matters material to such Guarantor’sdecision to provide this Guaranty Agreement (or the Guaranty Joinder Agreement to which it is aparty, as applicable), or for any counseling, guidance, or special consideration or any promisetherefor with respect to such decision. Each Guarantor agrees that no Benefited Party has any dutyor responsibility whatsoever, now or in the future, to provide to such Guarantor any informationconcerning the Borrower or the Borrower’s financial condition and affairs, or any OtherInformation, other than as expressly provided herein, and that, if such Guarantor receives any suchinformation from any Benefited Party or its or their employees, directors, agents or otherrepresentatives or Affiliates, such Guarantor will independently verify the information and willnot rely on any Benefited Party or its or their employees, directors, agents or otherrepresentatives or Affiliates, with respect to such information.**16. ****Rules of Interpretation**. The rules of interpretation contained in Article I ofthe Credit Agreement shall be applicable to this Guaranty Agreement and each Guaranty JoinderAgreement and are hereby incorporated by reference. All representations and warranties containedherein shall survive the delivery of documents and any extension of credit referred to herein orguaranteed hereby.**17. ****Entire Agreement**. This Guaranty Agreement and each Guaranty Joinder Agreement,together with the Credit Agreement and the other Loan Documents, constitutes and expresses theentire understanding between the parties hereto with respect to the subject matter hereof, andsupersedes all prior negotiations, agreements, understandings, inducements, commitments orconditions, express or implied, oral or written, except as herein or therein contained. Theexpress terms hereof control and supersede any course of performance or usage of the tradeinconsistent with any of the terms hereof. Except as provided in Section 22, neither thisGuaranty Agreement nor any Guaranty Joinder Agreement nor any portion or provision hereof orthereof may be changed, altered, modified, supplemented, discharged, canceled, terminated, oramended orally or in any manner other than as provided in the Credit Agreement.
 
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**18. ****Binding Agreement; Assignment**. This Guaranty Agreement, each Guaranty JoinderAgreement and the terms, covenants and conditions hereof and thereof, shall be binding upon andinure to the benefit of the parties hereto and thereto, and to their respective heirs, legalrepresentatives, successors and assigns; provided, however, that no Guarantor shallbe permitted to assign any of its rights, powers, duties or obligations under this GuarantyAgreement, any Guaranty Joinder Agreement or any other interest herein or therein without the priorwritten consent of the Agent, except as expressly permitted in the Credit Agreement. Withoutlimiting the generality of the foregoing sentence of this Section 18, any Lender may assignto one or more Persons, or grant to one or more Persons participations in or to, all or any part ofits rights and obligations under the Credit Agreement (to the extent permitted by the CreditAgreement); and to the extent of any such assignment or participation such other Person shall, tothe fullest extent permitted by law, thereupon become vested with all the benefits in respectthereof granted to such Lender herein or otherwise, subject however, to the provisions of theCredit Agreement, including Article X thereof (concerning the Agent) and Section 11.06 thereofconcerning assignments and participations. All references herein to the Agent shall include anysuccessor thereof.**19. ****Secured Cash Management Agreements and Secured Hedge Agreements**. All obligationsof any Loan Party under Secured Cash Management Agreements and Secured Hedge Agreements to whichany Lender or its Affiliates are a party shall be deemed to be Guaranteed Liabilities, and eachLender or Affiliate of a Lender party to any such Secured Cash Management Agreements or SecuredHedge Agreements shall be deemed to be a Benefited Party hereunder with respect to such GuaranteedLiabilities; provided, however, that such obligations shall cease to be GuaranteedLiabilities at such time, prior to the Facility Termination Date, as such Person (or Affiliate ofsuch Person) shall cease to be a “Lender” under the Credit Agreement.No Person who obtains the benefit of this Guaranty Agreement by virtue of the provisions ofthis Section shall have, prior to the Facility Termination Date, any right to notice of any actionor to consent to, direct or object to any action hereunder or under any other Loan Document orotherwise in respect of the Guarantors’ Obligations (including the release or modification of anyGuarantors’ Obligations or security therefor) other than in its capacity as a Lender and only tothe extent expressly provided in the Loan Documents. Each Benefited Party not a party to theCredit Agreement who obtains the benefit of this Guaranty Agreement by virtue of the provisions ofthis Section shall be deemed to have acknowledged and accepted the appointment of the Agentpursuant to the terms of the Credit Agreement, and that with respect to the actions and omissionsof the Agent hereunder or otherwise relating hereto that do or may affect such Benefited Party, theAgent and each of its Related Parties shall be entitled to all the rights, benefits and immunitiesconferred under Article X of the Credit Agreement.**20.****Severability**. The provisions of this Guaranty Agreement are independent of andseparable from each other. If any provision hereof shall for any reason be held invalid orunenforceable, (a) the legality, validity or enforceability of the remaining provisions of thisGuaranty Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor ingood faith negotiations to replace the illegal, invalid or unenforceable provisions with validprovisions the economic effect of which comes as close as possible to that of the illegal, invalidor unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall notinvalidate or render unenforceable such provision in any other jurisdiction.
 
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**21. ****Counterparts**. This Guaranty Agreement may be executed in any number ofcounterparts each of which when so executed and delivered shall be deemed an original, and it shallnot be necessary in making proof of this Guaranty Agreement to produce or account for more than onesuch counterpart executed by the Guarantors against whom enforcement is sought. Without limitingthe foregoing provisions of this Section 21, the provisions of Section 11.10 of the CreditAgreement shall be applicable to this Guaranty Agreement.**22. ****Termination**. Subject to reinstatement pursuant to Section 13 hereof, thisGuaranty Agreement and each Guaranty Joinder Agreement, and all of the Guarantors’ Obligationshereunder (excluding those Guarantors’ Obligations relating to Guaranteed Liabilities thatexpressly survive such termination), shall terminate on the Facility Termination Date.**23. ****Remedies Cumulative; Late Payments**. All remedies hereunder are cumulative and arenot exclusive of any other rights and remedies of the Agent or any other Benefited Party providedby law or under the Credit Agreement, the other Loan Documents or other applicable agreements orinstruments. The making of the Loans and other credit extensions pursuant to the Credit Agreementand other Related Agreements shall be conclusively presumed to have been made or extended,respectively, in reliance upon each Guarantor’s guaranty of the Guaranteed Liabilities pursuant tothe terms hereof. Any amounts not paid when due under this Guaranty Agreement shall bear interestat the Default Rate.**24. ****Notices**. Any notice required or permitted hereunder or under any Guaranty JoinderAgreement shall be given, (a) with respect to each Guarantor, at the address of the Borrower or CSIindicated in Schedule 11.02 of the Credit Agreement, and (b) with respect to the Agent or any otherBenefited Party, at the Agent’s address indicated in Schedule 11.02 of the Credit Agreement. Allsuch addresses may be modified, and all such notices shall be given and shall be effective, asprovided in Section 11.02 of the Credit Agreement for the giving and effectiveness of notices andmodifications of addresses thereunder.**25. ****Joinder**. Each Person who shall at any time execute and deliver to the Agent aGuaranty Joinder Agreement substantially in the form attached as Exhibit A hereto shallthereupon irrevocably, absolutely and unconditionally become a party hereto and obligated hereunderas a Guarantor, and all references herein and in the other Loan Documents to the Guarantors or tothe parties to this Guaranty Agreement shall be deemed to include such Person as a Guarantorhereunder.**26.****Governing Law; Jurisdiction; Etc**.**(a)****GOVERNING LAW****. THIS GUARANTY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUEDIN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.**
 
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**(b)****SUBMISSION TO JURISDICTION****. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLYSUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THESTATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND OF THEUNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURTFROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTYAGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETOIRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION ORPROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETOAGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BEENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BYLAW. NOTHING IN THIS GUARANTY AGREEMENT SHALL AFFECT ANY RIGHT THAT THE AGENT OR ANYBENEFITED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THISGUARANTY AGREEMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANYJURISDICTION.****(c)****WAIVER OF VENUE****. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTERHAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THISGUARANTY AGREEMENT IN ANY COURT REFERRED TO IN****PARAGRAPH (B)****OF THIS SECTION. EACHOF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION ORPROCEEDING IN ANY SUCH COURT.****(d)****SERVICE OF PROCESS****. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OFPROCESS IN THE MANNER PROVIDED FOR NOTICES IN****SECTION 24****. NOTHING IN THIS GUARANTYAGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNERPERMITTED BY APPLICABLE LAW.**
 
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**27. ****Waiver of Right to Trial by Jury****. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANYLEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF ORRELATING TO THIS GUARANTY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ONCONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENTOR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSONWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGESTHAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AGREEMENT BY,AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.***[Signature pages follow.]*
 
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**28. ****Waiver of Appraisal Rights**. The laws of South Carolina provide that in any real estateforeclosure proceeding a defendant against whom a personal judgment is taken or asked may withinthirty days after the sale of the Property apply to the court for an order of appraisal. Thestatutory appraisal value as approved by the court would be substituted for the high bid and maydecrease the amount of any deficiency owing in connection with the transaction. **THE UNDERSIGNEDGUARANTOR HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THE HIGH BID ATTHE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISED VALUE OF THEPROPERTY.****IN WITNESS WHEREOF**, the parties hereto have duly executed and delivered this GuarantyAgreement as of the day and year first written above.      **GUARANTORS:**