WAIVER BY BUYER OF ANY RIGHT OR REMEDY HEREUNDER ON ANY ONE OCCASION SHALL NOT
BE CONSTRUED AS A BAR TO ANY RIGHT OR REMEDY WHICH BUYER WOULD OTHERWISE HAVE ON
ANY FUTURE OCCASION.
THE RIGHTS AND REMEDIES HEREIN PROVIDED ARE CUMULATIVE,
MAY BE EXERCISED SINGLY OR CONCURRENTLY AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR
REMEDIES PROVIDED BY LAW.
12.
WAIVERS AND AMENDMENTS; SUCCESSORS AND ASSIGNS; GOVERNING LAW.
NONE OF THE TERMS OR PROVISIONS OF THIS GUARANTEE MAY BE WAIVED, AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY
EACH GUARANTOR AND BUYER.
THIS GUARANTEE SHALL BE BINDING UPON THE HEIRS,
PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF EACH GUARANTOR AND SHALL
INURE TO THE BENEFIT OF BUYER, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
13.
NOTICES.
NOTICES BY BUYER TO EITHER GUARANTOR AND BY EITHER
GUARANTOR TO BUYER MAY BE GIVEN BY MAIL, OR BY TELECOPY TRANSMISSION, ADDRESSED
TO SUCH GUARANTOR OR BUYER AT THE ADDRESS OR TRANSMISSION NUMBER SET FORTH UNDER
ITS SIGNATURE BELOW AND SHALL BE EFFECTIVE (A) IN THE CASE OF MAIL, FIVE DAYS
AFTER DEPOSIT IN THE POSTAL SYSTEM, FIRST CLASS CERTIFIED MAIL AND POSTAGE
PRE-PAID, (B) ONE BUSINESS DAY FOLLOWING TIMELY DELIVERY TO A NATIONALLY
RECOGNIZED OVERNIGHT COURIER SERVICE FOR NEXT BUSINESS DAY DELIVERY AND (C) IN
THE CASE OF TELECOPY TRANSMISSIONS, WHEN SENT, TRANSMISSION ELECTRONICALLY
CONFIRMED.
14.
SUBMISSION TO JURISDICTION; WAIVERS.
EACH GUARANTOR AND BUYER
HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(A)
SUBMITS FOR SUCH PARTY'S PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTEE AND THE OTHER LOAN DOCUMENTS TO WHICH
EITHER GUARANTOR AND BUYER ARE 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 SUCH PARTY 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 EITHER
GUARANTOR AT SUCH GUARANTOR'S ADDRESS SET FORTH UNDER SUCH GUARANTOR'S SIGNATURE
BELOW OR AT SUCH OTHER ADDRESS OF WHICH BUYER SHALL HAVE BEEN NOTIFIED;
(D)
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 BUYER AT
THE ADDRESS SET FORTH UNDER BUYER'S SIGNATURE