recognized overnight courier service for next
Business Day delivery and (c) in the case of telecopy transmissions, when sent,
transmission electronically confirmed if prior to 5:00 p.m. local recipient time
on a Business Day, and otherwise on the next succeeding Business Day.
Notices
to Buyer by Guarantor may be given in the manner set forth in the Repurchase
Agreement.
15.
SUBMISSION TO JURISDICTION; WAIVERS.
EACH
OF GUARANTOR AND BENEFICIARY HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(A)
SUBMITS FOR GUARANTOR AND GUARANTOR'S PROPERTY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND THE OTHER
REPURCHASE DOCUMENTS TO WHICH GUARANTOR IS A PARTY, OR FOR RECOGNITION AND
ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS
FROM ANY THEREOF;
(B)
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING
MAY BE BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT
OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND
AGREES NOT TO PLEAD OR CLAIM THE SAME;
(C)
AGREES THAT SERVICE OF PROCESS IN ANY ACTION
OR PROCEEDING UNDER THIS GUARANTEE MAY BE EFFECTED BY MAILING A COPY THEREOF BY
REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL),
POSTAGE PREPAID, TO SUCH PARTY AT SUCH PARTY'S ADDRESS, AS SET FORTH UNDER
GUARANTOR'S SIGNATURE BELOW, WITH RESPECT TO DELIVERIES SENT TO GUARANTOR, OR,
WITH RESPECT TO DELIVERIES SENT TO BUYER, AT THE ADDRESS SET FORTH IN THE
REPURCHASE
10
AGREEMENT, OR, IN EITHER CASE, AT SUCH OTHER ADDRESS OF WHICH THE OTHER PARTY
SHALL HAVE BEEN NOTIFIED; AND
(D)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE
RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
16.
Integration.
This Guarantee represents the
agreement of Guarantor with respect to the subject matter hereof and there are
no promises or representations by Buyer or any 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 Guarantee and the related
documents;
(b)
neither Buyer nor any Beneficiary has any
fiduciary relationship to Guarantor, and the relationship between Beneficiary
and Guarantor is solely that of surety and creditor; and
(c)
no joint venture exists between or among
any of Buyer, the Beneficiary, Guarantor and Seller.
18.
WAIVERS OF JURY TRIAL.
EACH OF GUARANTOR AND
BENEFICIARY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE OR ANY RELATED DOCUMENT
AND FOR ANY COUNTERCLAIM HEREIN OR THEREIN.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the undersigned has caused this Guarantee Agreement to be
duly executed and delivered as of the date first above written.
ARES COMMERCIAL REAL