and neuter genders. This Guaranty shall (a) inure to the benefit of Agent and
each of the Secured Parties and any of Agent's respective successors and assigns
and any parent, subsidiary or affiliate of Agent's or any of the Secured
Parties; (b) be binding upon Guarantor and upon the respective heirs, executors,
administrators, successors and assigns of Guarantor; and (c) pertain to
Borrowers and its successors and assigns.
This Guaranty may be executed in multiple counterparts (any of which may be
delivered via facsimile), each of which when so executed shall be deemed an
original and such counterparts shall together constitute but one and the same
Guaranty.
GUARANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY AND
ALL ACTIONS AND PROCEEDINGS BASED HEREON OR PERTAINING HERETO. THIS GUARANTY
SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF GEORGIA, WITHOUT GIVING EFFECT TO CHOICE OF LAW PRINCIPLES
THEREOF. GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL
COURT LOCATED WITHIN THE STATE OF GEORGIA AND WAIVES ANY OBJECTION TO
JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREUNDER AND SHALL NOT ASSERT
ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM
NONCONVENIENS.
[signatures appear on the following page]
IN WITNESS WHEREOF Guarantor has caused this Guaranty to be executed and
delivered by its duly authorized representative as of the date first above
written.
By:
Name:
Title:
ACCEPTED AND AGREED:
AGENT:
THE CIT GROUP/BUSINESS CREDIT, INC.
By:
Name:
Title:
Exhibit C
Schedules