relating to the subject matter of
this Guarantee. No waiver, amendment, release or modification of the terms of
this Guarantee shall be established by conduct, custom or course of dealing, but
solely by an instrument in writing duly signed by the party against whom
enforcement is sought.
Section 17. Discontinuance of Guarantee. This Guarantee shall be a
continuing guarantee and Bank may continue to act in reliance hereon until
receipt by Bank of a written notice to the contrary from Guarantor, after which
this Guarantee shall nevertheless remain in full force and effect with respect
to each and all of Borrower's Liabilities either existing at the time of receipt
by Bank of such written notice or which Bank is obligated at the time of its
receipt of such written notice to create or acquire after the date of such
written notice (including expenses thereafter paid or incurred by Bank in
attempting to collect such Borrower's Liabilities), until such Borrower's
Liabilities (and costs and expenses) have been paid in full.
Section 18. Headings. The headings in this Guarantee are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
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9
THIS GUARANTEE AND THE OTHER LOAN DOCUMENTS HAVE BEEN NEGOTIATED, EXECUTED
AND DELIVERED AT, AND SHALL BE DEEMED TO HAVE BEEN MADE AT, CHICAGO, ILLINOIS.
THE OBLIGATIONS REFERENCED HEREIN ARE TO BE FUNDED AND REPAID AT, AND THIS
GUARANTEE IS OTHERWISE TO BE PERFORMED AT, CHICAGO, ILLINOIS AND THIS GUARANTEE
SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO
DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS
WITHOUT REFERENCE TO: (i) ITS JUDICIALLY OR STATUTORILY PRONOUNCED RULES
REGARDING CONFLICT OF LAWS OR CHOICE OF LAW; (ii) WHERE ANY OTHER AGREEMENT IS
EXECUTED OR DELIVERED; (iii) WHERE ANY PAYMENT OR OTHER PERFORMANCE REQUIRED BY
ANY SUCH AGREEMENT IS MADE OR REQUIRED TO BE MADE; (iv) WHERE ANY BREACH OF ANY
PROVISION OF ANY SUCH AGREEMENT OCCURS, OR ANY CAUSE OF ACTION OTHERWISE
ACCRUES; (v) WHERE ANY ACTION OR OTHER PROCEEDING IS INSTITUTED OR PENDING; (vi)
THE NATIONALITY, CITIZENSHIP, DOMICILE, PRINCIPAL PLACE OF BUSINESS, OR
JURISDICTION OR ORGANIZATION OR DOMESTICATION OF ANY PARTY; (vii) WHETHER THE
LAWS OF THE FORUM JURISDICTION OTHERWISE WOULD APPLY THE LAWS OF A JURISDICTION
OTHER THAN THE STATE OF ILLINOIS; OR (viii) ANY COMBINATION OF THE FOREGOING. AS
PART OF THE CONSIDERATION FOR NEW VALUE THIS DAY RECEIVED, THE GUARANTOR
RECOGNIZES THAT THE BANK'S PRINCIPAL OFFICE IS LOCATED IN CHICAGO, ILLINOIS AND
THAT THE BANK MAY BE IRREPARABLY HARMED IF REQUIRED TO INSTITUTE OR DEFEND ANY
ACTIONS AGAINST THE GUARANTOR IN ANY JURISDICTION OTHER THAN THE NORTHERN
DISTRICT OF ILLINOIS OR COOK COUNTY, ILLINOIS; THEREFORE, THE GUARANTOR
IRREVOCABLY (a) AGREES THAT ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING RELATING
TO THIS GUARANTEE AND/OR THE OBLIGATIONS REFERENCED HEREIN MAY BE BROUGHT IN THE
NORTHERN DISTRICT OF ILLINOIS, IF FEDERAL JURISDICTION IS AVAILABLE, AND,
OTHERWISE, IN THE CIRCUIT COURT OF COOK