DISBURSEMENTS OF
COUNSEL IN CONNECTION WITH THE ENFORCEMENT, OR PRESERVATION OF ANY RIGHTS UNDER,
THIS GUARANTY.
13.
BINDING EFFECT. THIS GUARANTY SHALL BE BINDING UPON GUARANTOR AND
ITS SUCCESSORS AND ASSIGNS, AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
LENDER AND ITS SUCCESSORS AND ASSIGNS; PROVIDED THAT GUARANTOR SHALL NOT HAVE
THE RIGHT TO ASSIGN, TRANSFER, HYPOTHECATE OR OTHERWISE CONVEY ITS RIGHTS,
BENEFITS, OBLIGATIONS OR DUTIES HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF
LENDER. ANY SUCH PURPORTED ASSIGNMENT, TRANSFER, HYPOTHECATION OR OTHER
CONVEYANCE BY GUARANTOR WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF LENDER
SHALL BE VOID. GUARANTOR ACKNOWLEDGES AND AGREES THAT IN CONNECTION WITH AN
ASSIGNMENT OF, OR GRANT OF A PARTICIPATION IN, THE GUARANTEED OBLIGATIONS,
LENDER MAY ASSIGN, OR GRANT PARTICIPATIONS IN, ALL OR A PORTION OF ITS RIGHTS
AND OBLIGATIONS HEREUNDER. UPON ANY ASSIGNMENT OF LENDER'S RIGHTS HEREUNDER,
SUCH ASSIGNEE OR ASSIGNEES SHALL HAVE, TO THE EXTENT OF SUCH ASSIGNMENT, ALL
RIGHTS OF LENDER HEREUNDER.
6
GUARANTOR AGREES THAT, UPON ANY SUCH ASSIGNMENT, SUCH ASSIGNEE MAY ENFORCE
DIRECTLY, WITHOUT JOINDER OF LENDER, THE RIGHTS OF LENDER SET FORTH IN THIS
GUARANTY. ANY SUCH ASSIGNEE SHALL BE ENTITLED TO ENFORCE LENDER'S RIGHTS AND
REMEDIES UNDER THIS GUARANTY TO THE SAME EXTENT AS IF IT WERE AN ORIGINAL
SECURED PARTY NAMED HEREIN.
14.
ENTIRE AGREEMENT; AMENDMENT. THERE ARE NO CONDITIONS TO THE FULL
EFFECTIVENESS OF THIS GUARANTY. THIS GUARANTY AND THE OTHER LOAN DOCUMENTS
CONTAIN THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, COMMITMENTS, DRAFTS, COMMUNICATION,
DISCUSSIONS AND UNDERSTANDINGS, ORAL OR WRITTEN, WITH RESPECT THERETO. NO
AMENDMENT TO THIS GUARANTY, OR ANY WAIVER OF ANY PROVISION HEREOF, SHALL BE
EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED BY LENDER AND (IN THE CASE OF ANY
AMENDMENT) GUARANTOR. ANY SUCH AMENDMENT, WAIVER OR CONSENT SHALL BE EFFECTIVE
ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN.
15.
KNOWING AND EXPLICIT WAIVERS. GUARANTOR ACKNOWLEDGES THAT IT HAS
EITHER OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN
SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS GUARANTY.
GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET
FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, THOSE CONTAINED IN SECTIONS 2
THROUGH 4, ARE MADE WITH FULL KNOWLEDGE OF THEIR SIGNIFICANCE AND CONSEQUENCES.
ADDITIONALLY, GUARANTOR ACKNOWLEDGES AND AGREES THAT BY EXECUTING THIS GUARANTY,
IT IS WAIVING CERTAIN RIGHTS, BENEFITS, PROTECTIONS AND DEFENSES TO WHICH IT MAY
OTHERWISE BE ENTITLED UNDER APPLICABLE LAW. GUARANTOR FURTHER ACKNOWLEDGES AND
AGREES THAT LENDER IS RELYING ON SUCH WAIVERS IN CREATING THE GUARANTEED
OBLIGATIONS, AND THAT SUCH WAIVERS ARE A MATERIAL PART OF THE CONSIDERATION
WHICH LENDER IS RECEIVING FOR CREATING THE GUARANTEED OBLIGATIONS.
16.
SEVERABILITY. IF ANY PROVISION OF THIS GUARANTY SHALL BE
PROHIBITED BY OR INVALID UNDER ANY APPLICABLE LAW OR REGULATION IN ANY
JURISDICTION, IT SHALL, AS TO SUCH JURISDICTION, BE DEEMED MODIFIED TO CONFORM
TO THE MINIMUM REQUIREMENTS OF SUCH LAW OR