PRIOR WRITTEN CONSENT OF
LENDER, ASSIGN ANY OF ITS RIGHTS, POWERS, DUTIES OR OBLIGATIONS HEREUNDER
16
EXCEPT AS MAY OTHERWISE BE PERMITTED UNDER THE LOAN AGREEMENT.
THE OBLIGATIONS,
LIABILITIES, REPRESENTATIONS, COVENANTS AND AGREEMENTS OF GUARANTORS HEREUNDER
ARE JOINT AND SEVERAL.
6.7
HEADINGS.
SECTION HEADINGS ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL IN NO WAY AFFECT THE INTERPRETATION OF THIS GUARANTY.
6.8
RECITALS.
THE RECITAL AND INTRODUCTORY PARAGRAPHS HEREOF
ARE A PART HEREOF, FORM A BASIS FOR THIS GUARANTY AND SHALL BE CONSIDERED PRIMA
FACIE EVIDENCE OF THE FACTS AND DOCUMENTS REFERRED TO THEREIN.
6.9
COUNTERPARTS.
TO FACILITATE EXECUTION, THIS GUARANTY MAY
BE EXECUTED IN AS MANY COUNTERPARTS AS MAY BE CONVENIENT OR REQUIRED.
IT SHALL
NOT BE NECESSARY THAT THE SIGNATURE OF, OR ON BEHALF OF, EACH PARTY, OR THAT THE
SIGNATURE OF ALL PERSONS REQUIRED TO BIND ANY PARTY, APPEAR ON EACH
COUNTERPART.
ALL COUNTERPARTS SHALL COLLECTIVELY CONSTITUTE A SINGLE
INSTRUMENT.
IT SHALL NOT BE NECESSARY IN MAKING PROOF OF THIS GUARANTY TO
PRODUCE OR ACCOUNT FOR MORE THAN A SINGLE COUNTERPART CONTAINING THE RESPECTIVE
SIGNATURES OF, OR ON BEHALF OF, EACH OF THE PARTIES HERETO. ANY SIGNATURE PAGE
TO ANY COUNTERPART MAY BE DETACHED FROM SUCH COUNTERPART WITHOUT IMPAIRING THE
LEGAL EFFECT OF THE SIGNATURES THEREON AND THEREAFTER ATTACHED TO ANOTHER
COUNTERPART IDENTICAL THERETO EXCEPT HAVING ATTACHED TO IT ADDITIONAL SIGNATURE
PAGES.
6.10
RIGHTS AND REMEDIES.
IF ANY GUARANTOR BECOMES LIABLE FOR
ANY INDEBTEDNESS OWING BY ANY BORROWER TO LENDER, BY ENDORSEMENT OR OTHERWISE,
OTHER THAN UNDER THIS GUARANTY, SUCH LIABILITY SHALL NOT BE IN ANY MANNER
IMPAIRED OR AFFECTED HEREBY AND THE RIGHTS OF LENDER HEREUNDER SHALL BE
CUMULATIVE OF ANY AND ALL OTHER RIGHTS THAT LENDER MAY EVER HAVE AGAINST SUCH
GUARANTOR.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE EXERCISE BY LENDER OF
ANY RIGHT OR REMEDY HEREUNDER OR UNDER ANY OTHER INSTRUMENT, OR AT LAW OR IN
EQUITY, SHALL NOT PRECLUDE THE CONCURRENT OR SUBSEQUENT EXERCISE OF ANY OTHER
RIGHT OR REMEDY.
6.11
ENTIRETY.
THIS GUARANTY EMBODIES THE FINAL, ENTIRE
AGREEMENT OF GUARANTORS AND LENDER WITH RESPECT TO GUARANTORS' GUARANTY OF THE
GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF.
THIS GUARANTY IS INTENDED BY GUARANTORS AND LENDER AS A
FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF
DEALING BETWEEN ANY GUARANTOR AND/OR ANY BORROWER AND LENDER, NO COURSE OF
PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY
NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS
GUARANTY AGREEMENT.
THERE ARE NO ORAL AGREEMENTS BETWEEN ANY GUARANTOR AND
LENDER.
6.12
WAIVER OF RIGHT TO TRIAL BY JURY.
EACH GUARANTOR AND LENDER
HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY,
AND TO THE EXTENT PERMITTED BY
17
APPLICABLE LAW, WAIVE ANY RIGHT TO