on
Guarantor and Guarantor's administrators, legal representatives, successors,
heirs and/or assigns, including, without limitation, any receiver, trustee or
debtor in possession of or for Guarantor, and shall inure to the benefit of
Lender and its successors and assigns.
Guarantor shall not be entitled to
transfer or assign this Guaranty in whole or in part without the prior written
consent of Lender. This Guaranty is freely assignable and transferable by Lender
without the consent of Guarantor.
Should the status, composition, structure or
name of Guarantor change, this Guaranty shall continue and also cover the
Guaranteed Obligations under the new status composition, structure or name
according to the terms of this Guaranty.
22.
RESERVED.
23.
Captions.
The captions in this Guaranty are for the convenience
of reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.
24.
Number or Gender of Words.
Except where the context indicates
otherwise, words in the singular number will include the plural and words in the
masculine gender will include the feminine and neutral, and vice versa, when
they should so apply.
25.
WAIVER OF JURY TRIAL, PUNITIVE DAMAGES, ETC.
GUARANTOR HEREBY
KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY (A) WAIVES, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT GUARANTOR MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY
TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY OR THE LOAN
DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR ASSOCIATED
HEREWITH OR THEREWITH, BEFORE OR AFTER MATURITY OF THE NOTE; (B) WAIVES, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT GUARANTOR MAY HAVE TO CLAIM OR
RECOVER IN ANY SUCH LITIGATION ANY "SPECIAL DAMAGES", AS DEFINED BELOW, (C)
CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF LENDER OR COUNSEL FOR
ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS, AND (D) ACKNOWLEDGES THAT LENDER HAS BEEN INDUCED TO MAKE THE LOAN AND
ACCEPT THE NOTE BASED UPON, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS
CONTAINED IN THIS SECTION. AS USED IN THIS SECTION, "SPECIAL DAMAGES" INCLUDES
ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW
NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO HAS
EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.
6
26.
ACKNOWLEDGEMENT AND CONSENT TO PLEDGE.
THIS GUARANTY IS SUBJECT
TO A SECURITY INTEREST IN FAVOR OF, AND PLEDGED AS COLLATERAL TO, PREMIER BANK
AND ITS ASSIGNS ("PREMIER").
BY EXECUTION HEREOF, GUARANTOR HEREBY CONSENTS TO
SUCH SECURITY INTEREST AND PLEDGE OF THIS GUARANTY TO PREMIER, AND CONSENTS TO
THE ASSIGNMENT OF THIS GUARANTY TO PREMIER IN ACCORDANCE THEREWITH.
27.
ENTIRE AGREEMENT.
THIS GUARANTY TOGETHER WITH THE NOTE
AND THE OTHER LOAN DOCUMENTS TOGETHER CONSTITUTE THE ENTIRE AGREEMENT AMONG THE
PARTIES CONCERNING THE SUBJECT MATTER HEREOF, AND ALL PRIOR DISCUSSIONS,
AGREEMENTS AND STATEMENTS, WHETHER ORAL