IN THIS GUARANTY OR IN
ANY OTHER LOAN DOCUMENT TO ANY LOAN DOCUMENT SHALL BE DEEMED TO INCLUDE
REFERENCES TO SUCH DOCUMENTS AS THE SAME MAY HEREAFTER BE AMENDED, MODIFIED,
SUPPLEMENTED, EXTENDED, REPLACED AND/OR RESTATED FROM TIME TO TIME (AND, IN THE
CASE OF ANY NOTE OR OTHER INSTRUMENT, TO ANY INSTRUMENT ISSUED IN SUBSTITUTION
THEREFOR). THE PARTIES HERETO ACKNOWLEDGE THAT THEY WERE REPRESENTED BY COUNSEL
IN CONNECTION WITH NEGOTIATION AND DRAFTING OF THIS GUARANTY AND THAT THIS
GUARANTY SHALL NOT BE SUBJECT TO THE PRINCIPLE OF CONSTRUING ITS MEANING AGAINST
THE PARTY WHICH DRAFTED SAME.
ARTICLE IX
MISCELLANEOUS PROVISIONS
SECTION 9.1
NO ORAL CHANGE.
THIS GUARANTY, AND ANY PROVISIONS
HEREOF, MAY NOT BE MODIFIED, AMENDED, WAIVED, EXTENDED, RESTATED, CHANGED,
DISCHARGED OR TERMINATED ORALLY OR BY ANY ACT OR FAILURE TO ACT ON THE PART OF
GUARANTOR OR LENDER, BUT ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE PARTY
AGAINST WHOM ENFORCEMENT OF ANY MODIFICATION, AMENDMENT, WAIVER, EXTENSION,
RESTATEMENT, CHANGE, DISCHARGE OR TERMINATION IS SOUGHT.
SECTION 9.2
SUCCESSORS AND ASSIGNS.
THIS GUARANTY SHALL BE BINDING
UPON GUARANTOR AND INURE TO THE BENEFIT OF GUARANTOR AND LENDER AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS FOREVER.
LENDER MAY SELL, ASSIGN,
PLEDGE, PARTICIPATE, TRANSFER OR DELEGATE, AS APPLICABLE TO ONE OR MORE PERSONS
ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS GUARANTY IN CONNECTION
WITH ANY ASSIGNMENT, SALE, PLEDGE, PARTICIPATION OR TRANSFER OF THE LOAN AND THE
LOAN DOCUMENTS TO ANY PERSON IN ACCORDANCE WITH THE LOAN AGREEMENT.
ANY
ASSIGNEE OR TRANSFEREE OF LENDER SHALL BE ENTITLED TO ALL THE BENEFITS AFFORDED
TO LENDER UNDER THIS GUARANTY.
EXCEPT AS SPECIFICALLY PROVIDED IN THE LOAN
AGREEMENT, GUARANTOR SHALL NOT HAVE THE RIGHT TO DELEGATE, ASSIGN OR TRANSFER
ITS RIGHTS OR OBLIGATIONS UNDER THIS GUARANTY WITHOUT THE PRIOR WRITTEN CONSENT
OF LENDER, AND ANY ATTEMPTED ASSIGNMENT, DELEGATION OR TRANSFER WITHOUT SUCH
CONSENT SHALL BE NULL AND VOID.
IF GUARANTOR CONSISTS OF MORE THAN ONE PERSON
OR PARTY, THE OBLIGATIONS OF EACH SUCH PERSON OR PARTY SHALL BE JOINT AND
SEVERAL.
SECTION 9.3
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.
SECTION 9.4
RIGHTS AND REMEDIES.
IF GUARANTOR BECOMES LIABLE FOR
ANY INDEBTEDNESS OWING BY 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 GUARANTOR.
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.
16
SECTION 9.5
ENTIRETY.
THIS GUARANTY EMBODIES THE FINAL, ENTIRE
AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR'S GUARANTY OF THE
GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS,