(a)
THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(B)
GUARANTOR HEREBY WAIVES TRIAL BY JURY.
GUARANTOR HEREBY IRREVOCABLY
CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK, OR
IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK,
ARISING OUT OF OR RELATING TO THE PROGRAM DOCUMENTS IN ANY ACTION OR
PROCEEDING.
GUARANTOR HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION IT MAY HAVE
TO, EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF NEW
YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK,
WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR RELATING TO THE PROGRAM
DOCUMENTS.
16.
Integration.
This Guaranty represents the agreement of the Guarantor
with respect to the subject matter hereof and there are no promises or
representations by the Buyer relative to the subject matter hereof not reflected
herein.
17.
Acknowledgments.
Guarantor hereby acknowledges that:
(a)
Guarantor has been advised by counsel in the negotiation, execution
and delivery of this Guaranty;
(b)
the Buyer does not have any fiduciary relationship to the Guarantor,
and the relationship between the Buyer and the Guarantor is solely that of
surety and creditor; and
(c)
no joint venture exists between the Buyer and the Guarantor or
among the Buyer, the Seller and the Guarantor.
[Signature pages follow]
6
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed
and delivered as of the date first above written.
Gleacher and Company, Inc., as Guarantor
By:
/s/ John Griff
Name: John Griff
Title: Chief Operating Officer
Address for Notices
Signature Page to the Guaranty