& Wagner P.C.
420 Lexington Avenue, Suite 2400
New York, NY 10170
Attention:
Adam Stein, Esq.
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Section 18.
APPLICABLE LAW.
THIS GUARANTY SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, THE LAWS OF WHICH GUARANTOR HEREBY EXPRESSLY ELECTS TO APPLY
TO THIS GUARANTY, WITHOUT GIVING EFFECT TO PROVISIONS FOR CHOICE OF LAW
THEREUNDER.
GUARANTOR AGREES THAT ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE
OR ARISING OUT OF THIS GUARANTY SHALL BE COMMENCED IN ACCORDANCE WITH THE
PROVISIONS OF THIS GUARANTY.
Section 19.
WAIVER OF JURY TRIAL.
TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW, GUARANTOR HEREBY WAIVES ANY AND ALL RIGHTS THAT IT MAY NOW
OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE TO
A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN
ANY ACTION OR PROCEEDING BETWEEN GUARANTOR AND LENDER OR THEIR SUCCESSORS AND
ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY, THE GUARANTOR
OBLIGATIONS AND/OR THE OTHER LOAN DOCUMENTS.
IT IS INTENDED THAT SAID WAIVER
SHALL APPLY TO ANY AND ALL DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION
OR PROCEEDINGS BETWEEN GUARANTOR AND LENDER.
GUARANTOR WAIVES ALL RIGHTS TO
INTERPOSE ANY CLAIMS, DEDUCTIONS, SETOFFS OR COUNTERCLAIMS OF ANY KIND, NATURE
OR DESCRIPTION IN ANY ACTION OR PROCEEDING INSTITUTED BY LENDER WITH RESPECT TO
THIS GUARANTY, THE OTHER LOAN DOCUMENTS, THE GUARANTOR OBLIGATIONS OR ANY MATTER
ARISING THEREFROM OR RELATING THERETO, EXCEPT COMPULSORY COUNTERCLAIMS.
Section 20.
CONSENT TO JURISDICTION.
GUARANTOR HEREBY (a)
IRREVOCABLY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND
FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, NEW YORK COUNTY, WITH RESPECT
TO ANY ACTION OR PROCEEDING ARISING OUT OF THIS GUARANTY AND/OR THE OTHER LOAN
DOCUMENTS, THE GUARANTOR OBLIGATIONS OR ANY MATTER ARISING THEREFROM OR RELATING
THERETO, AND (b) WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED
ON VENUE OR FORUM NON CONVENIENS WITH RESPECT THERETO.
IN ANY SUCH ACTION OR
PROCEEDING, GUARANTOR WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT OR
OTHER PROCESS AND PAPERS THEREIN AND AGREES THAT THE SERVICE THEREOF MAY BE MADE
BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO GUARANTOR AT HIS
ADDRESS SET FORTH HEREIN OR OTHER ADDRESS THEREOF OF WHICH LENDER HAS RECEIVED
NOTICE AS PROVIDED IN THIS GUARANTY.
NOTWITHSTANDING THE FOREGOING, GUARANTOR
CONSENTS TO THE COMMENCEMENT BY LENDER OF ANY ACTION OR PROCEEDING IN ANY OTHER
JURISDICTION TO ENFORCE ITS RIGHTS AND GUARANTOR WAIVES ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH
ACTION OR PROCEEDING.
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Section 21.
Construction.
No provision of this Guaranty
shall be construed against or interpreted to the disadvantage of any party
hereto by reason of such party or his or its counsel having, or being deemed to
have, structured or drafted such provision.
Section 22.
Headings, Amendments, Waiver, Etc.
Section and
paragraph headings are for convenience