BUSINESS ASSOCIATE OR PARTICIPANT OF ANY KIND WITH BORROWER,
GUARANTOR OR ANY OTHER "GUARANTOR", OBLIGOR OR SURETY RESPONSIBLE FOR THE
OBLIGATIONS, AND BANK DOES NOT INTEND TO EVER ASSUME ANY SUCH STATUS, OR ASSUME
ANY FIDUCIARY RESPONSIBILITY OR DUTY TO BORROWER, GUARANTOR OR SUCH SURETY OR
OBLIGOR, BUT INTENDS THAT THE RELATIONSHIP BETWEEN BANK AND SUCH PERSONS SHALL
AT ALL TIMES REMAIN THAT OF DEBTOR AND CREDITOR; AND (B) BY ACCEPTING,
REQUIRING, OBTAIN OR APPROVING ANYTHING REQUIRED TO BE PERFORMED OR PROVIDED TO
BANK UNDER ANY OTHER LOAN DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH
THIS GUARANTY OR THE OBLIGATIONS (OR BY FAILING TO ACCEPT, REQUIRE, OBTAIN OR
APPROVE SAME), INCLUDING ACCEPTANCE OF, OR PROCUREMENT OF, ANY CERTIFICATE,
FINANCIAL STATEMENT, INSPECTION, SURVEY, PLANS AND SPECIFICATIONS, APPRAISAL OR
INSURANCE IN CONNECTION WITH ANY COLLATERAL PLEDGED TO SECURE THE OBLIGATIONS,
INCLUDING, WITHOUT LIMITATION, REAL ESTATE COLLATERAL, BANK DOES SO SOLELY FOR
ITS OWN BENEFIT, AND BANK SHALL NOT BE DEEMED TO HAVE WARRANTED OR REPRESENTED
THE SUFFICIENCY OR LEGAL EFFECT OF THE SAME TO BORROWER, GUARANTOR OR SUCH
PERSONS, AND NO SUCH ACCEPTANCE OR APPROVAL SHALL CONSTITUTE A WARRANTY,
REPRESENTATION OR UNDERTAKING BY BANK TO ANYONE INCLUDING BORROWER, GUARANTOR OR
SUCH PERSONS WITH RESPECT TO THE OBLIGATIONS OR THE COLLATERAL PLEDGED TO SECURE
THE OBLIGATIONS.
BY ITS EXECUTION BELOW, GUARANTOR HEREBY ACKNOWLEDGES AND
AGREES THAT IT SHALL HAVE NO RIGHT, AT LAW OR INEQUITY, TO ASSERT A CLAIM
AGAINST BANK BASED ON THE FOREGOING.
15.
MERGER CLAUSE.
THIS GUARANTY EMBODIES THE FINAL, ENTIRE
AGREEMENT OF GUARANTOR AND BANK WITH RESPECT TO GUARANTOR'S GUARANTY OF THE
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 GUARANTOR AND BANK AS A
FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF
DEALING BETWEEN GUARANTOR, BANK AND ANY OTHER OBLIGOR, 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.
THERE
ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND BANK RELATING TO THE SUBJECT MATTER
OF THIS GUARANTY.
16.
SUCCESSORS AND ASSIGNS.
THIS GUARANTY SHALL BE BINDING ON
GUARANTOR AND GUARANTOR'S HEIRS, EXECUTORS, SUCCESSORS AND ASSIGNS AND SHALL
INURE TO THE BENEFIT OF BANK, ITS SUCCESSORS, ASSIGNS, ENDORSEES, AND ANY PERSON
OR PERSONS, OR ENTITIES, INCLUDING, WITHOUT LIMITATION, ANY BANKING OR OTHER
FINANCIAL INSTITUTION TO WHOM BANK MAY GRANT AN INTEREST IN THE OBLIGATIONS, OR
ANY OF THEM, AND THIS GUARANTY SHALL BE BINDING ON GUARANTOR TO THE EXTENT OF
SUCH ASSIGNMENT OR INTEREST.
ANY SUCH ASSIGNMENT OR GRANT OF INTEREST SHALL NOT
OPERATE TO RELEASE GUARANTOR FROM ANY OBLIGATION TO BANK HEREUNDER WITH RESPECT
TO ANY UNASSIGNED OBLIGATIONS.
17.
REINSTATEMENT OF OBLIGATIONS.
IF BANK RECEIVES ANY PAYMENT OR
PROCEEDS OF COLLATERAL, WHICH PAYMENT OR PROCEEDS OR ANY PART THEREOF ARE
SUBSEQUENTLY REQUIRED,