WHICH IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO
SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY
SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
14.
INTEGRATION.
THIS GUARANTY REPRESENTS THE
AGREEMENT OF THE GUARANTOR WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF
AND THERE ARE NO PROMISES OR REPRESENTATIONS BY MLMCI RELATIVE TO THE SUBJECT
MATTER HEREOF OR THEREOF NOT REFLECTED HEREIN OR THEREIN.
15.
Amendments in Writing; No Waiver; Cumulative Remedies.
(a) None
of the terms or provisions of this Guaranty may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by the Guarantor
and MLMCI, provided that any provision of this Guaranty may be waived by MLMCI.
(B)
MLMCI SHALL NOT BY ANY ACT (EXCEPT BY A
WRITTEN INSTRUMENT PURSUANT TO SECTION 15(A) HEREOF), DELAY, INDULGENCE,
OMISSION OR OTHERWISE BE DEEMED TO HAVE WAIVED ANY RIGHT OR REMEDY HEREUNDER OR
TO HAVE ACQUIESCED IN ANY DEFAULT OR EVENT OF DEFAULT OR IN ANY BREACH OF ANY OF
THE TERMS AND CONDITIONS HEREOF.
NO FAILURE TO EXERCISE, NOR ANY DELAY IN
EXERCISING, ON THE PART OF MLMCI, ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL
OPERATE AS A WAIVER THEREOF.
NO SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER
OR PRIVILEGE HEREUNDER SHALL PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR
THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
A WAIVER BY MLMCI OF ANY
RIGHT OR REMEDY HEREUNDER ON ANY ONE OCCASION SHALL NOT BE CONSTRUED AS A BAR TO
ANY RIGHT OR REMEDY WHICH MLMCI WOULD OTHERWISE HAVE ON ANY FUTURE OCCASION.
10
(C)
THE RIGHTS AND REMEDIES HEREIN PROVIDED ARE
CUMULATIVE, MAY BE EXERCISED SINGLY OR CONCURRENTLY AND ARE NOT EXCLUSIVE OF ANY
OTHER RIGHTS OR REMEDIES PROVIDED BY LAW.
16.
SECTION HEADINGS.
THE SECTION HEADINGS USED
IN THIS GUARANTY ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO AFFECT THE
CONSTRUCTION HEREOF OR BE TAKEN INTO CONSIDERATION IN THE INTERPRETATION HEREOF.
17.
SUCCESSORS AND ASSIGNS.
THIS GUARANTY SHALL
BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF THE GUARANTOR AND SHALL INURE TO
THE BENEFIT OF MLMCI AND ITS SUCCESSORS AND ASSIGNS.
THIS GUARANTY MAY NOT BE
ASSIGNED BY THE GUARANTOR WITHOUT THE EXPRESS WRITTEN CONSENT OF MLMCI.
18.
GOVERNING LAW.
THIS GUARANTY SHALL BE
GOVERNED BY NEW YORK LAW WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE.
19.
CONDITION TO EFFECTIVENESS.
THIS GUARANTY
SHALL NOT BECOME EFFECTIVE UNTIL THE EXECUTION OF THE LEASE RECEIVABLES FACILITY
AND UNTIL SUCH TIME THE EXISTING GUARANTY SHALL REMAIN IN FULL FORCE AND EFFECT.
20.
SUBMISSION TO JURISDICTION; WAIVERS.
THE
GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(A)
SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY, THE OTHER REPURCHASE
DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT
THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE