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indebtedness, reorganization, composition or extension shall be filed, or any proceeding shall be instituted under any such law, by or against the undersigned or any such copartnership, maker, drawer, acceptor, indorser, guarantor, surety, accommodation party or other person; or if any governmental authority or any court at the instance thereof shall take possession of any substantial part of the property of, or assume control over the affairs or operations of, or a receiver shall be appointed of, or of a substantial part of the property of, or a writ or order of attachment or garnishment shall be issued or made against any of the property of, the undersigned or any such copartnership, maker, drawer, acceptor, indorser, guarantor, surety, accommodation party or other person; or if any indebtedness of the undersigned or of any such copartnership, maker, drawer, acceptor, indorser, guarantor, surety, accommodation party or other person for borrowed money shall become due and payable by acceleration of maturity thereof; or if the undersigned (if a corporation) shall be dissolved or be a party to any merger or consolidation without the written consent of the Bank; thereupon, unless and to the extent that the Bank shall otherwise elect, all of the Liabilities shall become and be due and payable forthwith. The Bank may assign, transfer and/or deliver to any transferee of any of the Liabilities any or all of the Security; and thereafter shall be fully discharged from all responsibility with respect to the Security so assigned, transferred and/or delivered. Such transferee shall be vested with all the powers and rights of the Bank hereunder with respect to such Security, but the Bank shall retain all rights and powers hereby given with respect to any of the Security not so assigned, transferred and/or delivered. No delay on the part of the Bank in exercising any power or right hereunder shall operate as a waiver thereof; not shall any single or partial exercise of any power or right hereunder preclude other or further exercise thereof or the exercise of any other power or right. The rights, remedies and benefits herein expressly specified are cumulative and not exclusive of any rights, remedies or benefits which the Bank may otherwise have. The undersigned hereby waive(s) presentment, notice of dishonor and protest of all instruments included in or evidencing the Liabilities or the Security and any and all other notices and demands whatsoever, whether or not relating to any such instrument. [[stamped]] CANCELLED [[/stamped]] No provision hereof shall be modified or limited except by a written instrument expressly referring hereto and to the provision so modified or limited. The undersigned, if more than one, shall be jointly and severally liable hereunder and all provisions hereof regarding the Liabilities or Security of the undersigned shall apply to any Liability or any Security of any or all of them. This note and the provisions hereof are to be binding upon the heirs, executors, administrators, assigns or successors of the undersigned; they shall continue in force notwithstanding any change in any partnership party hereto, whether such change occurs through death, retirement or otherwise; and they are to be construed according to and governed by the laws of the State of New York. Unless the context otherwise requires, all terms used herein which are defined in the Uniform Commercial Code shall have the meanings therein stated. X_______________________ Ileana Sonnabend [[stamped]] CANCELLED [[/stamped]] GUARANTY AND INDORSEMENT IN CONSIDERATION OF the loan or other extension of credit or accommodation evidenced by the above note, the undersigned (if more than one, jointly and severally) hereby unconditionally guarantee(s) to THE CHASE MANHATTAN BANK and every subsequent holder of said note, irrespective of the genuineness, validity, regularity or enforceability thereof or of any security therefor, or of the existence or extent of any such security, or of any other circumstance, the prompt payment of said note and of all sums stated therein to be payable, when due, at maturity, by acceleration or otherwise, and hereby consent(s) that from time to time, without notice to the undersigned, said note may be extended or renewed in whole or in part or the rate of interest thereon may be changed, and any related right or security therefor may be waived, exchanged, surrendered or otherwise dealt with and any of the acts mentioned in said note may be done, all without affecting the liability of the undersigned. The release of any party liable upon or in respect of said note shall not release any other such party. Each signature hereto is intended also as an indorsement of the above note, and each of the undersigned hereby waives presentment, demand of payment, protest and notice of non-payment and of protest and any and all other notices and demands whatsoever. _______________________ _______________________ 3