or payable from the Borrower to any one or more of the Benefited Parties, including principal,interest, premiums and fees (including, but not limited to, loan fees and reasonable fees, chargesand disbursements of counsel (“Attorney Costs”); (b) the Borrower’s prompt, full andfaithful performance, observance and discharge of each and every agreement, undertaking, covenantand provision to be performed, observed or discharged by the Borrower under the Credit Agreement,the Notes and all other Loan Documents; and (c) the prompt payment in full by each Loan Party, whendue or declared due and at all such times, of obligations and liabilities now or hereafter arisingunder Related Swap Contracts (as defined below). The Guarantors’ obligations to the BenefitedParties under this Guaranty Agreement are hereinafter collectively referred to as the“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, fee (including, but not limited to,loan fees and Attorney Costs), or otherwise, when and as the same shall become due, and afterexpiration of any applicable notice, grace and cure periods, whether according to the terms of theCredit Agreement, by acceleration, or otherwise, or upon the occurrence and during the continuanceof any Event of Default under the Credit Agreement, then any or all of the Guarantors will, upondemand thereof by the Administrative Agent, fully pay to the Administrative Agent, for the benefitof the Benefited Parties, subject to any restriction on each Guarantor’s Obligations set forth inSection 1 hereof, an amount equal to all the Guaranteed Liabilities then due and owing.     **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 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;
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     (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;     (g) the existence, addition, modification, termination, reduction or impairment ofvalue, or release of any other guaranty (or security therefor) of the Guaranteed Liabilities(including, without limitation, the Guarantor’s Obligations of any other Guarantor andobligations 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) 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
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absolute and unconditional under any and all circumstances and shall not be discharged except bypayment as herein provided.     **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 theAdministrative Agent’s election and without notice thereof or demand therefor, the Guarantors’Obligations shall immediately 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 or the Related Swap Contracts. All amounts then due under suchsubordinated debts, liabilities, or obligations shall, upon the occurrence and during thecontinuance of an Event of Default, be collected and, upon request by the Administrative Agent,paid over forthwith to the Administrative Agent for the benefit of the Benefited Parties on accountof the Guaranteed Liabilities, the Guarantors’ Obligations, or such other obligations, asapplicable, and, after such request and pending such payment, shall be held by such Guarantor asagent and bailee of the Benefited Parties separate and apart from all other funds, property andaccounts of such Guarantor.     **7. ****Suits**. Each Guarantor from time to time shall pay to the Administrative Agent forthe benefit of the Benefited Parties, on demand, at the Administrative Agent’s Office or such otheraddress as the Administrative Agent shall give notice of to such Guarantor, the Guarantors’Obligations as they become or are declared due, and in the event such payment is not madeforthwith, the Administrative Agent may proceed to suit against any one or more or all of theGuarantors. At the Administrative Agent’s election, one or more and successive or concurrent suitsmay be brought hereon by the Administrative Agent against any one or more or all of the Guarantors,whether or not suit has been commenced against the Borrower, any other Guarantor, or any otherPerson and whether or not the Benefited Parties have taken or failed to take any other action tocollect all or any portion of the Guaranteed Liabilities or have taken or failed to take anyactions 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 times with orwithout prior notice to apply such balances or any part thereof to such of the Guarantor’sObligations to the Benefited Parties then due and in such amounts as provided for in the CreditAgreement or otherwise as they may elect. For the purposes of this Section 8, allremittances 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; and (iv) any other event, condition, oroccurrence described in Section 3 hereof. Each Guarantor agrees that each BenefitedParty may heretofore, now or at any time hereafter do any or all of the foregoing in suchmanner, upon such terms and at such times as each Benefited Party, in its sole and absolutediscretion, deems advisable, without in any way or respect impairing, affecting, reducing orreleasing such Guarantor from its Guarantor’s Obligations, and each Guarantor herebyconsents to each and all of the foregoing events or occurrences.     (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 AdministrativeAgent on behalf of the Benefited Parties upon demand by the Administrative Agent to suchGuarantor without the Administrative Agent being required, such Guarantor expressly waivingto the extent permitted by law any right it may have to require the Administrative Agent, to(i) prosecute collection or seek to enforce or resort to any remedies against the Borroweror any other Guarantor or any
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other guarantor of the Guaranteed Liabilities, or (ii) seek to enforce or resort to anyremedies with respect to any security interests, Liens or encumbrances granted to theAdministrative Agent or any Lender or other party to a Related Agreement by the Borrower,any other Guarantor or any other Person on account of the Guaranteed Liabilities or anyguaranty thereof, **IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCHGUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE ADMINISTRATIVE AGENT,AND THE PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVE AGENT, EFFECTIVE AS OF THE FIRSTDATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT.**     (c) Each Guarantor further agrees with respect to this Guaranty Agreement that it shallhave no right of subrogation, reimbursement, contribution or indemnity, nor any right ofrecourse to security for the Guaranteed Liabilities unless and 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. This waiver is expressly intendedto prevent the existence of any claim in respect to such subrogation, reimbursement,contribution or indemnity by any Guarantor against the estate of any other Loan Party withinthe meaning of Section 101 of the United States Bankruptcy Code, in the event of asubsequent case involving any other Loan Party. If an amount shall be paid to any Guarantoron account of such rights at any time prior to termination of this Guaranty Agreement inaccordance with the provisions of Section 22 hereof, such amount shall be held intrust for the benefit of the Benefited Parties and shall forthwith be paid to theAdministrative Agent, for the benefit of the Benefited Parties, to be credited and appliedupon the Guarantors’ Obligations, whether matured or unmatured, in accordance with the termsof the Credit Agreement or otherwise as the Benefited Parties may elect. The agreements inthis subsection shall survive repayment of all of the Guarantors’ Obligations, thetermination or expiration of this Guaranty Agreement in any manner, including, but notlimited to, termination in accordance with Section 22 hereof, and occurrence of theFacility Termination 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 theAdministrative Agent on behalf of the Benefited Parties by written notice directed to suchGuarantor in accordance with Section 24 hereof.     **11. ****Representations and Warranties**. Each Guarantor warrants and represents to theAdministrative Agent, for the benefit of the Benefited Parties, that it is duly authorized toexecute and deliver this Guaranty Agreement (or the Guaranty Joinder Agreement to which it is
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a party, as applicable), and to perform its obligations under this Guaranty Agreement, thatthis Guaranty Agreement (or the Guaranty Joinder Agreement to which it is a party, as applicable)has been duly executed and delivered on behalf of such Guarantor by its duly authorizedrepresentatives; that this Guaranty Agreement (and any Guaranty Joinder Agreement to which suchGuarantor is a party) is legal, valid, binding and enforceable against such Guarantor in accordancewith its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization,moratorium or similar laws affecting the enforcement of creditors’ rights generally and by generalequitable principles; and that such Guarantor’s execution, delivery and performance of thisGuaranty Agreement (and any Guaranty Joinder Agreement to which such Guarantor is a party) do notviolate or constitute a breach of any of its Organization Documents, any agreement or instrument towhich such Guarantor is a party, or any law, order, regulation, decree or award of any governmentalauthority or arbitral body to which it or its properties or operations is subject.     **12. ****Expenses**. Each Guarantor agrees to be jointly and severally liable for thepayment of all reasonable fees and expenses, including Attorney Costs, incurred by any BenefitedParty in connection with the enforcement of this Guaranty Agreement, whether or not suit bebrought.     **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 Administrative Agent, for the benefit of the Benefited Parties, as such Guarantor’sattorney-in-fact for the purposes of carrying out the provisions of this Guaranty Agreement andtaking any action and executing any instrument which the Administrative Agent may deem necessary oradvisable to accomplish the purposes hereof, which appointment is coupled with an interest and isirrevocable; provided, that the Administrative Agent shall have and may exercise rightsunder this power of attorney only upon the occurrence and during the continuance of an Event ofDefault.     **15. ****Reliance**. Each Guarantor represents and warrants to the Administrative Agent, forthe benefit of the Benefited Parties, that: (a) such Guarantor has adequate means to obtain on acontinuing basis (i) from the Borrower or CSI, information concerning the Loan Parties and the LoanParties’ financial condition and affairs, and (ii) from other reliable sources, such otherinformation as it deems material in deciding to provide this Guaranty Agreement and any GuarantyJoinder Agreement (“Other Information”), and has full and complete access to the LoanParties’ books and records and to such Other Information; (b) such Guarantor is not relying on anyBenefited Party or its or their employees, directors, agents or other representatives orAffiliates, to provide any such information, now or in the future; (c) such Guarantor has beenfurnished 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
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understands the obligations and financial risk undertaken by providing this Guaranty Agreement(and any Guaranty Joinder Agreement); (d) such Guarantor has relied solely on the Guarantor’s ownindependent investigation, appraisal and analysis of the Borrower, the Borrower’s financialcondition and affairs, the Other Information, and such other matters as it deems material indeciding to provide this Guaranty Agreement (and any Guaranty Joinder Agreement) and is fully awareof the same; and (e) such Guarantor has not depended or relied on any Benefited Party or its ortheir employees, directors, agents or other representatives or Affiliates, for any informationwhatsoever concerning the Borrower or the Borrower’s financial condition and affairs or any othermatters material to such Guarantor’s decision to provide this Guaranty Agreement (and any GuarantyJoinder Agreement), 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.     **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 Administrative Agent. Without limiting the generality of the foregoingsentence of this Section 18, any Lender may assign to one or more Persons, or grant to oneor more Persons participations in or to, all or any part of its rights and obligations under theCredit Agreement (to the extent permitted by the Credit Agreement); and to the extent of any such
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assignment or participation such other Person shall, to the fullest extent permitted by law,thereupon become vested with all the benefits in respect thereof granted to such Lender herein orotherwise, subject however, to the provisions of the Credit Agreement, including Article X thereof(concerning the Administrative Agent) and Section 11.06 thereof concerning assignments andparticipations. All references herein to the Administrative Agent shall include any successorthereof.     **19. ****Related Swap Contracts**. All obligations of any Loan Party under Related SwapContracts to which any Lender or its Affiliates are a party shall be deemed to be GuaranteedLiabilities, and each Lender or Affiliate of a Lender party to any such Related Swap Contract shallbe deemed to be a Benefited Party hereunder with respect to such Guaranteed Liabilities;provided, however, that such obligations shall cease to be Guaranteed Liabilitiesat such time, prior to the Facility Termination Date, as such Person (or Affiliate of such 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 theAdministrative Agent pursuant to the terms of the Credit Agreement, and that with respect to theactions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do ormay affect such Benefited Party, the Administrative Agent and each of its Related Parties shall beentitled to all the rights, benefits and immunities conferred under Article X of the CreditAgreement.     **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, such invalidity or unenforceability shall not affect the validity or enforceabilityof any other provision hereof, but this Guaranty Agreement shall be construed as if such invalid orunenforceable provision had never been contained herein.     **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
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Liabilities that expressly survive such termination) shall terminate on the Facility TerminationDate.     **23. ****Remedies Cumulative; Late Payments**. All remedies hereunder are cumulative and arenot exclusive of any other rights and remedies of the Administrative Agent or any other BenefitedParty provided by law or under the Credit Agreement, the other Loan Documents or other applicableagreements or instruments. The making of the Loans and other credit extensions pursuant to theCredit Agreement and other Related Agreements shall be conclusively presumed to have been made orextended, respectively, in reliance upon each Guarantor’s guaranty of the Guaranteed Liabilitiespursuant to the terms hereof. Any amounts not paid when due under this Guaranty Agreement shallbear interest at 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 AdministrativeAgent or any other Benefited Party, at the Administrative Agent’s address indicated in Schedule11.02 of the Credit Agreement. All such addresses may be modified, and all such notices shall begiven and shall be effective, as provided in Section 11.02 of the Credit Agreement for the givingand effectiveness of notices and modifications of addresses thereunder.     **25. ****Joinder**. Each Person who shall at any time execute and deliver to theAdministrative Agent a Guaranty Joinder Agreement substantially in the form attached as ExhibitA hereto shall thereupon irrevocably, absolutely and unconditionally become a party hereto andobligated hereunder as a Guarantor, and all references herein and in the other Loan Documents tothe Guarantors or to the parties to this Guaranty Agreement shall be deemed to include such Personas a Guarantor hereunder.     **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.**     **(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**
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**PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THATA FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED INOTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHINGIN THIS GUARANTY AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE 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.**     **27. Waiver of Right to Trial by Jury. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGALPROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR THETRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTYHERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TOENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEENINDUCED TO ENTER INTO THIS GUARANTY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS ANDCERTIFICATIONS IN THIS SECTION.**
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     **28. ****Waiver of Appraisal Rights**. The laws of South Carolina provide that in any realestate foreclosure proceeding a defendant against whom a personal judgment is taken or asked maywithin thirty days after the sale of the Property apply to the court for an order of appraisal.The statutory appraisal value as approved by the court would be substituted for the high bid andmay decrease the amount of any deficiency owing in connection with the transaction. **THEUNDERSIGNED GUARANTOR HEREBY WAIVES AND RELINQUISHES THE STATUTORY APPRAISAL RIGHTS WHICH MEANS THEHIGH BID AT THE JUDICIAL FORECLOSURE SALE WILL BE APPLIED TO THE DEBT REGARDLESS OF ANY APPRAISEDVALUE OF THE PROPERTY.**     **IN WITNESS WHEREOF**, the parties hereto have duly executed and delivered this GuarantyAgreement as of the day and year first written above.      **GUARANTORS:**