deemed a waiver thereof or preclude the
exercise of any other right or remedy hereunder. No waiver of any breach of any
provision of this Guaranty shall be construed as a waiver of any subsequent
breach or of any other provision.
14.
Confession.
(a)
GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY(S)
OR THE CLERK OF ANY COURT OF RECORD IN THE STATE OF NEW YORK, DELAWARE OR WEST
VIRGINIA, FOLLOWING THE OCCURRENCE OF AN EVENT OF DEFAULT, TO APPEAR FOR
GUARANTOR IN ANY SUCH COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM
OR TIME, AND CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR IN LENDER'S FAVOR FOR
ALL OBLIGATIONS DUE OR TO BECOME DUE BY GUARANTOR HEREUNDER, WITH COSTS OF SUIT,
RELEASE OF ERRORS AND FIFTEEN PERCENT (15%) OF SUCH SUMS ADDED AS REASONABLE
ATTORNEYS' FEES; AND FOR THE PURPOSE HEREOF A COPY OF THIS AGREEMENT SHALL BE
SUFFICIENT WARRANTY. SUCH AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY ANY
EXERCISE THEREOF AND JUDGMENT MAY BE CONFESSED FROM TIME TO TIME HEREUNDER AS
LENDER MAY DETERMINE.
4
(b)
GUARANTOR, BEING FULLY AWARE OF THE RIGHT TO NOTICE AND A HEARING
CONCERNING THE VALIDITY OF ANY AND ALL CLAIMS THAT MAY BE ASSERTED AGAINST
GUARANTOR BY LENDER BEFORE A JUDGMENT CAN BE ENTERED HEREUNDER OR BEFORE
EXECUTION MAY BE LEVIED ON SUCH JUDGMENT AGAINST ANY AND ALL PROPERTY OF
GUARANTOR, HEREBY KNOWINGLY, VOLUNTARILY AND UNCONDITIONALLY WAIVES THESE RIGHTS
AND AGREES AND CONSENTS TO JUDGMENT BEING ENTERED BY CONFESSION IN ACCORDANCE
WITH THE TERMS HEREOF AND EXECUTION BEING LEVIED ON SUCH JUDGMENT AGAINST ANY
AND ALL PROPERTY OF GUARANTOR, IN EACH CASE WITHOUT FIRST GIVING NOTICE AND THE
OPPORTUNITY TO BE HEARD ON THE VALIDITY OF THE CLAIM OR CLAIMS UPON WHICH SUCH
JUDGMENT IS ENTERED.
15.
Successors and Assigns. This Guaranty shall (a) be legally binding
upon Guarantor, and Guarantor's successors and assigns, provided that
Guarantor's obligations hereunder may not be delegated or assigned without
Lender's prior written consent and (b) benefit any and all of Lender's
successors and assigns. Lender may assign its rights under this Guaranty without
notice to or consent from Guarantor.
16.
Entire Agreement. This Guaranty and the Transaction Documents embody
the whole agreement and understanding of the parties hereto relative to the
subject matter hereof. No modification or waiver of any provision hereof shall
be enforceable unless approved by Lender in writing.
17.
Governing Law, Submission to Jurisdiction and Waiver of Jury Trial.
THIS AGREEMENT, AND ALL MATTERS ARISING HEREUNDER OR RELATING HERETO, SHALL IN
ALL RESPECTS BE INTERPRETED, CONSTRUED AND GOVERNED BY THE SUBSTANTIVE LAWS OF
THE STATE OF NEW YORK. GUARANTOR IRREVOCABLY KNOWINGLY AND VOLUNTARILY (I)
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE
PURPOSES OF ANY LITIGATION OR PROCEEDING HEREUNDER OR CONCERNING THE TERMS
HEREOF AND (II) WAIVES THE RIGHT TO A JURY TRIAL WITH RESPECT TO ANY LITIGATION,
CLAIMS OR