Vucic
Fax No.:
(212) 403-2000
14.
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.
15.
SUBMISSION TO JURISDICTION; WAIVERS.
GUARANTOR AND, BY ITS
ACCEPTANCE OF THIS GUARANTY, SELLER, HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(A)
SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTY AND THE OTHER TRANSACTION DOCUMENTS TO
WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
(B)
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH
COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM
THE SAME;
(C)
AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR
ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO, WITH RESPECT TO
GUARANTOR, GUARANTOR AT GUARANTOR'S ADDRESS SET FORTH IN SECTION 13 HEREOF, AND
WITH RESPECT TO SELLER, AT SELLER'S ADDRESS SET FORTH IN SECTION 13 HEREOF, OR
AT SUCH OTHER ADDRESS OF WHICH THE OTHER PARTY HERETO SHALL HAVE BEEN NOTIFIED;
AND
(D)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE
OF PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.
16.
Integration.
This Guaranty represents the agreement of Guarantor
with respect to the subject matter hereof and there are no promises or
representations by Guarantor relative to the subject matter hereof not reflected
herein.
17.
Execution.
Delivery by telecopier or other electronic transmission
(including a .pdf e-mail transmission) of a signature page to this Guaranty
shall be effective as delivery of an original executed signature page of this
Guaranty.
18.
Acknowledgments.
Guarantor hereby acknowledges that:
(a)
Guarantor has been advised by counsel in the negotiation,
execution and delivery of this Guaranty and the related documents;
(b)
Seller has no fiduciary relationship to Guarantor, and the
relationship between Seller and Guarantor is solely that of surety and creditor;
and
(c)
no joint venture exists between or among any of IPH, Guarantor and
Seller.
19.
WAIVERS OF JURY TRIAL.
GUARANTOR AND, BY ITS ACCEPTANCE OF THIS
GUARANTY, SELLER, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY RELATED DOCUMENT
AND FOR ANY COUNTERCLAIM HEREIN OR THEREIN.
20.
General Definitions.
All capitalized terms not defined herein
shall have the respective