TERM IS
OTHERWISE SPECIFICALLY DEFINED HEREIN.
6.12.
ENTIRETY.
THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF
GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR'S GUARANTY OF THE GUARANTEED
OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF.
THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A
FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF
DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE
PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE
USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY
AGREEMENT.
THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.
6.13.
WAIVER OF RIGHT TO TRIAL BY JURY.
GUARANTOR AND BY ACCEPTANCE
HEREOF, LENDER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE
OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT
ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE
NOTE, THE LOAN AGREEMENT, THE MORTGAGE, OR THE OTHER LOAN DOCUMENTS, OR ANY
CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH.
THIS
WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY
GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH
ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.
EACH OF
LENDER AND GUARANTOR IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN
ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR AND LENDER.
6.14.
JOINT AND SEVERAL LIABILITY.
IF GUARANTOR CONSISTS OF MORE THAN
ONE PERSON, THE OBLIGATIONS AND LIABILITIES OF EACH SUCH PERSON SHALL BE JOINT
AND SEVERAL.
6.15.
USA PATRIOT ACT NOTICE.
LENDER HEREBY NOTIFIES GUARANTOR THAT
PURSUANT TO THE REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56
(SIGNED INTO LAW OCTOBER 26, 2001)) (THE "PATRIOT ACT"), IT IS REQUIRED TO
OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES GUARANTOR, WHICH
INFORMATION INCLUDES THE NAME AND ADDRESS OF GUARANTOR AND OTHER INFORMATION
THAT WILL ALLOW LENDER TO IDENTIFY GUARANTOR IN ACCORDANCE WITH THE PATRIOT ACT.
15
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and
delivered as of the date first above written.
GUARANTOR:
BH I GUARANTOR:
TROPHY HUNTER INVESTMENTS, LTD., a Florida limited partnership
By:
BAY HARBOUR HOLDINGS, LLC, its general partner
By:
Name:
Douglas Teitelbaum
Title:
Managing Member
BH II GUARANTOR:
BAY HARBOUR 90-1, LTD., a Florida limited partnership
By:
BAY HARBOUR HOLDINGS, LLC, its general partner
By:
Name:
Douglas Teitelbaum
Title:
Managing Member
[SIGNATURES CONTINUE ON NEXT PAGE]
BH III GUARANTOR:
BAY HARBOUR MASTER, LTD.
By:
Name:
Title:
By:
Name:
Title: