that would not cause such liability or such lien or
security interest to constitute a Fraudulent Conveyance.
(r) Unconditional Obligations.
The obligations of Guarantor shall be
unconditional, irrespective of (i) the institution of any proceeding under the
Bankruptcy Code, or any similar proceeding, by or against Guarantor or Borrower
or Lender's election in any such proceeding of the application of Section
1111(b)(2) of the Bankruptcy Code; (ii) any borrowing or grant of a security
interest by Borrower as debtor-in-possession, under Section 364 of the
Bankruptcy Code; (iii) the disallowance, under Section 502 of the Bankruptcy
Code, of all or any portion of Lender's claim(s) for repayment of any of
Guarantor's Liabilities; or (iv) any other circumstance other than payment in
full of Guarantor's Liabilities which might otherwise constitute a legal or
equitable discharge or defense of a guarantor.
(s) Governing Law.
THE TERMS OF THIS GUARANTY WERE NEGOTIATED IN THE STATE OF
NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE
PARTIES AND TO THE UNDERLYING LOAN DOCUMENTS, INCLUDING WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
THEREFORE, THIS GUARANTY SHALL BE CONSTRUED AND INTERPRETED WITH, AND GOVERNED
BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO NEW
YORK CHOICE OF LAW PRINCIPLES.
(t) Consent to Jurisdiction.
GUARANTOR ACKNOWLEDGES THAT LENDER'S PRINCIPAL
OFFICE IS LOCATED IN NEW YORK, NEW YORK AND THAT LENDER MAY BE IRREPARABLY
HARMED IF REQUIRED TO INSTITUTE OR DEFEND ANY ACTION IN ANY JURISDICTION OTHER
THAN THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE STATE OF NEW
YORK.
THEREFORE, GUARANTOR IRREVOCABLY: (A) AGREES THAT ANY SUIT, ACTION OR
OTHER LEGAL PROCEEDING RELATING TO THIS GUARANTY MAY BE BROUGHT ONLY IN THE
JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE SOUTHERN DISTRICT OF NEW YORK,
STATE OF NEW YORK PURSUANT TO. SECTION 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, AT LENDER'S OPTION; (B) CONSENTS TO THE JURISDICTION OF EACH
SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING; (C) WAIVES ANY OBJECTION
WHICH GUARANTOR MAY HAVE TO THE LAYING OF VENUE IN ANY SUCH SUIT, ACTION OR
PROCEEDING IN ANY OF SUCH COURTS; AND (D) AGREES TO JOIN LENDER IN ANY PETITION
FOR REMOVAL TO ANY OF SUCH COURTS.
(u) Waiver of Jury Trial.
GUARANTOR AND LENDER BY ITS ACCEPTANCE OF THIS
GUARANTY, HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE THIS GUARANTY OR BASED UPON OR ARISING OUT OF THE
SUBJECT MATTER OF THIS GUARANTY. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY MADE BY GUARANTOR AND LENDER, AND GUARANTOR ACKNOWLEDGES THAT
NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY
REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY
ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. GUARANTOR AND LENDER EACH
ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH OF