or unenforceability of any
such Obligation, and no such claim or defense shall affect or impair the
obligations of Guarantor hereunder.
The obligations of Guarantor under this
Guaranty shall be absolute and unconditional irrespective of any circumstance
whatsoever which might constitute a legal or equitable discharge or defense of
Guarantor.
Guarantor acknowledges that there are no conditions to the
effectiveness of this Guaranty.
14.
Successors.
This Guaranty shall be binding
upon Guarantor, and upon the successors and assigns of Guarantor.
15.
Representations and Warranties.
Guarantor
warrants that:
(a)
Guarantor has the full and absolute power to
execute and deliver this Guaranty and to perform its obligations hereunder.
(b)
The execution and delivery of this Guaranty
and the performance by Guarantor of Guarantor's obligations hereunder do not and
will not conflict with any provision of law or of any agreement binding upon
Guarantor.
(c)
The Guaranty is the legal, valid and
binding obligation of Guarantor, enforceable against Guarantor in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency or other similar laws of general application affecting the
4
enforcement of creditors' rights or by general principles of equity limiting the
availability of equitable remedies.
16.
Reserved.
17.
Law.
THIS GUARANTY, AND ALL MATTERS ARISING
OUT OF OR RELATING TO THIS GUARANTY, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND SHALL BE CONSTRUED WITHOUT THE
AID OF ANY CANON, CUSTOM OR RULE OF LAW REQUIRING CONSTRUCTION AGAINST THE
DRAFTSMAN.
18.
Warrant of Attorney to Confess Judgment.
(a)
Acknowledgment of Warrant of Attorney.
THE
FOLLOWING PARAGRAPH SETS FORTH A GRANT OF AUTHORITY FOR ANY ATTORNEY TO CONFESS
JUDGMENT AGAINST GUARANTOR.
IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS
JUDGMENT AGAINST GUARANTOR, FOLLOWING CONSULTATION WITH (OR DECISION NOT TO
CONSULT) SEPARATE COUNSEL FOR GUARANTOR AND WITH KNOWLEDGE OF THE LEGAL EFFECT
HEREOF, GUARANTOR HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY, INTELLIGENTLY
AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS GUARANTOR HAS OR MAY HAVE TO PRIOR
NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND
LAWS OF THE UNITED STATES OF AMERICA, COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE
INCLUDING, WITHOUT LIMITATION, A HEARING PRIOR TO GARNISHMENT AND ATTACHMENT OF
GUARANTOR'S BANK ACCOUNTS AND OTHER ASSETS.
GUARANTOR ACKNOWLEDGES AND
UNDERSTANDS THAT BY ENTERING INTO THIS AGREEMENT CONTAINING A CONFESSION OF
JUDGMENT CLAUSE THAT GUARANTOR IS VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY
GIVING UP ANY AND ALL RIGHTS, INCLUDING CONSTITUTIONAL RIGHTS, THAT GUARANTOR
HAS OR MAY HAVE TO NOTICE AND A HEARING BEFORE JUDGMENT CAN BE ENTERED AGAINST
GUARANTOR AND BEFORE GUARANTOR'S ASSETS, INCLUDING, WITHOUT LIMITATION, BANK
ACCOUNTS, MAY BE GARNISHED, LEVIED, EXECUTED UPON AND/OR ATTACHED.
GUARANTOR
UNDERSTANDS THAT ANY SUCH GARNISHMENT, LEVY, EXECUTION AND/OR ATTACHMENT SHALL
RENDER THE PROPERTY GARNISHED, LEVIED, EXECUTED UPON OR ATTACHED IMMEDIATELY
UNAVAILABLE TO GUARANTOR.
IT IS SPECIFICALLY ACKNOWLEDGED BY GUARANTOR THAT THE
PAYEE HAS RELIED ON THIS WARRANT OF ATTORNEY AND THE RIGHTS WAIVED BY GUARANTOR
HEREIN IN CONSENTING TO THIS AGREEMENT