FEDERAL OR STATE PROCEDURAL LAWS, BE
INTERPOSED, PLEADED OR ALLEGED IN ANY OTHER ACTION.
B.
THE GUARANTOR IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, POSTAGE PREPAID,
TO THE GUARANTOR AT ITS ADDRESS DETERMINED PURSUANT TO SECTION 18 HEREOF.
C.
NOTHING HEREIN SHALL AFFECT THE RIGHT
OF THE AGENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE GUARANTOR IN ANY
OTHER JURISDICTION.
D.
THE GUARANTOR HEREBY WAIVES PRESENTMENT,
NOTICE OF DISHONOR AND PROTESTS OF ALL INSTRUMENTS INCLUDED IN OR EVIDENCING ANY
OF THE GUARANTEED OBLIGATIONS, AND ANY AND ALL OTHER NOTICES AND DEMANDS
WHATSOEVER (EXCEPT AS EXPRESSLY PROVIDED HEREIN).
21.
GOVERNING LAW. THIS GUARANTY, THE SECURITY
DOCUMENTS AND THE GUARANTEED OBLIGATIONS SHALL BE GOVERNED IN ALL RESPECTS BY
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS APPLICABLE
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TO CONTRACTS EXECUTED AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT
TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
22.
CAPTIONS; SEPARABILITY.
A.
THE CAPTIONS OF THE SECTIONS AND
SUBSECTIONS OF THIS GUARANTY HAVE BEEN INSERTED FOR CONVENIENCE ONLY AND SHALL
NOT IN ANY WAY AFFECT THE MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS
GUARANTY.
B.
IF ANY TERM OF THIS GUARANTY SHALL BE
HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY OF ALL OTHER TERMS
HEREOF SHALL IN NO WAY BE AFFECTED THEREBY.
23.
ACKNOWLEDGMENT OF RECEIPT. THE GUARANTOR
ACKNOWLEDGES RECEIPT OF A COPY OF THIS GUARANTY AND EACH OF THE LOAN DOCUMENTS.
24.
ENTIRE AGREEMENT. THIS GUARANTY SETS FORTH
THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE AGENT, THE LENDERS AND THE
GUARANTOR WITH RESPECT TO THE MATTERS COVERED HEREBY AND, BY ACCEPTING THIS
GUARANTY, THE GUARANTOR ACKNOWLEDGES THAT NO ORAL OR OTHER UNDERSTANDING,
AGREEMENTS, REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE AND/OR EXIST WITH
RESPECT TO THE MATTERS COVERED BY THIS GUARANTY OR WITH RESPECT TO THE
OBLIGATIONS OF THE GUARANTOR HEREUNDER OR OTHERWISE, EXCEPT AS SPECIFICALLY SET
FORTH IN THIS GUARANTY.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Guarantor has duly executed or caused this Guaranty to
be duly executed in The Commonwealth of Massachusetts as of the date first above
set forth.
FIRST UNION REAL ESTATE EQUITY
AND MORTGAGE INVESTMENTS
By:
Name:
Carolyn Tiffany
Title:
Chief Operating Officer
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