HERETO AND EACH CREDIT
PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.
(d) SERVICE OF PROCESS. EACH PARTY HERETO AND EACH CREDIT PARTY IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 10.03 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE
RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.
(e) WAIVER OF JURY TRIAL. EACH PARTY HERETO AND EACH CREDIT PARTY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER; AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO AND
EACH OF THE CREDIT PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE
OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
24. COUNTERPARTS. This Guaranty may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. Delivery of an executed signature page of this Guaranty by
electronic transmission shall be effective as delivery of a manually executed
counterpart hereof. This Guaranty and the other Loan Documents constitute the
entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof.
[Signature Pages Follow]
IN WITNESS WHEREOF, each Guarantor has caused this Unconditional Guaranty
Agreement to be duly executed and delivered as of the date first written above.
GUARANTORS: [Signature blocks to be inserted.]
SCHEDULE 1
INITIAL GUARANTORS
[Guarantors to be identified.]
EXHIBIT A
COUNTERPART TO UNCONDITIONAL GUARANTY AGREEMENT
In witness whereof, the undersigned Additional Guarantor has caused this
Unconditional Guaranty Agreement to be executed and delivered by its officer
thereunto duly authorized as of
, 20
.
[NAME OF ADDITIONAL GUARANTOR]
By:
Name:
Title:
EXHIBIT B
FORM OF RELEASE OF GUARANTOR
In witness whereof, the undersigned Administrative Agent, for itself and on
behalf of each of the Credit Parties (as defined in the Guaranty (defined
hereinafter)), hereby releases and discharges
from any
and all obligations and liabilities under that certain Unconditional Guaranty
Agreement (the "Guaranty") dated as of [
], executed by certain
Subsidiaries of NVR, INC., a Virginia corporation, described therein in favor of
the Credit Parties defined therein.
BANK OF AMERICA, N.A., as