ON BEHALF OF LANDLORD.
11.
SEVERABILITY.
THE PARTIES HERETO INTEND AND
BELIEVE THAT EACH PROVISION IN THIS GUARANTY COMPORTS WITH ALL APPLICABLE LOCAL,
STATE AND FEDERAL LAWS AND JUDICIAL DECISIONS.
HOWEVER, IF ANY PROVISION OR
PROVISIONS, OR IF ANY PORTION OF ANY PROVISION OR PROVISIONS, IN THIS GUARANTY
IS FOUND BY A COURT OF LAW TO BE IN VIOLATION OF ANY APPLICABLE LOCAL, STATE, OR
FEDERAL LAW, STATUTE, ORDINANCE, ADMINISTRATIVE OR JUDICIAL DECISION, OR PUBLIC
POLICY, AND IF SUCH COURT DECLARES SUCH PORTION, PROVISION, OR PROVISIONS OF
THIS GUARANTY TO BE ILLEGAL, INVALID, UNLAWFUL, VOID OR UNENFORCEABLE AS
WRITTEN, THEN IT IS THE INTENT OF ALL PARTIES HERETO THAT SUCH PORTION,
PROVISION, OR PROVISIONS SHALL BE GIVEN FORCE TO THE FULLEST POSSIBLE EXTENT
THAT THEY ARE LEGAL, VALID AND ENFORCEABLE, AND THAT THE REMAINDER OF THIS
GUARANTY SHALL BE CONSTRUED AS IF SUCH ILLEGAL, INVALID, UNLAWFUL, VOID, OR
UNENFORCEABLE PORTION, PROVISION, OR PROVISIONS WERE NOT CONTAINED THEREIN, AND
THAT THE RIGHTS, OBLIGATIONS, AND INTERESTS OF GUARANTOR AND LANDLORD UNDER THE
REMAINDER OF THIS GUARANTY SHALL CONTINUE IN FULL FORCE AND EFFECT.
12.
SUCCESSORS AND ASSIGNS.
THIS GUARANTY SHALL
BE BINDING UPON THE HEIRS, EXECUTORS, LEGAL AND PERSONAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS OF GUARANTOR AND SHALL INURE TO THE BENEFIT OF LANDLORD'S
SUCCESSORS AND ASSIGNS.
13.
JURISDICTION.
WITH RESPECT TO ANY SUIT,
ACTION OR PROCEEDINGS RELATING TO THIS GUARANTY, THE PREMISES OR THE LEASE
("PROCEEDINGS") GUARANTOR (I) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE
STATE AND FEDERAL COURTS LOCATED IN THE COUNTY AND STATE WHERE ANY OF THE
PREMISES ARE LOCATED OR IN THE STATE OF NEW YORK AND (II) WAIVES ANY OBJECTION
WHICH GUARANTOR MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDINGS
BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT SUCH PROCEEDINGS HAVE BEEN
BROUGHT IN AN INCONVENIENT FORUM AND FURTHER
WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH COURT
DOES NOT HAVE JURISDICTION OVER GUARANTOR.
14.
USE OF TERMS.
ALL PERSONAL PRONOUNS USED IN
THIS GUARANTY, WHETHER USED IN THE MASCULINE, FEMININE OR NEUTER GENDER, SHALL
INCLUDE ALL OTHER GENDERS; THE SINGULAR SHALL INCLUDE THE PLURAL AND VICE VERSA
AND SHALL REFER SOLELY TO THE PARTIES SIGNATORY THERETO EXCEPT WHERE OTHERWISE
SPECIFICALLY PROVIDED.
THE WORDS "INCLUDE", "INCLUDES", "INCLUDING" AND ANY
OTHER DERIVATION OF "INCLUDE" MEANS "INCLUDING, BUT NOT LIMITED TO" UNLESS
SPECIFICALLY SET FORTH TO THE CONTRARY.
15.
MATERIAL INDUCEMENT.
GUARANTOR ACKNOWLEDGES
AND AGREES THAT LANDLORD IS SPECIFICALLY RELYING UPON THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS AND WAIVERS CONTAINED HEREIN AND THAT SUCH
REPRESENTATIONS, WARRANTIES, AGREEMENTS AND WAIVERS CONSTITUTE A MATERIAL
INDUCEMENT TO LANDLORD TO ACCEPT THIS GUARANTY AND TO ENTER INTO THE LEASE AND
THE TRANSACTION CONTEMPLATED THEREIN.
16.
RECITALS INCORPORATED.
THE RECITALS TO THIS
AGREEMENT ARE HEREBY INCORPORATED INTO THIS AGREEMENT TOGETHER WITH ALL
EXHIBITS, SCHEDULES AND APPENDICES HERETO.
17.
GOVERNING LAW.
THIS GUARANTY SHALL BE
GOVERNED BY AND CONSTRUED UNDER THE INTERNAL LAWS (AS OPPOSED TO THE LAW OF
CONFLICTS) OF THE STATE OF NEW YORK.
18.