14.Captions.
The captions and headings appearing herein are included solely for
convenience of reference and are not intended to affect the interpretation of
any provision of this Guaranty.
15.Successors and Assigns.
This Guaranty shall be binding upon the successors
and assigns of the Guarantor and shall inure to the benefit of the Buyer and its
successors and assigns.
This Guaranty may not be assigned by the Guarantor
without the express written consent of the Buyer.
Without limiting the
generality of the foregoing, Buyer may assign and/or participate its rights and
interests in and to this Guaranty as permitted in Section 19 of the Repurchase
Agreement.
16.Governing Law.
THIS GUARANTY IS GOVERNED BY, AND INTEPRETED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
17.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 AND THE OTHER FACILITY DOCUMENTS, OR FOR RECOGNITION
AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE GENERAL
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE
UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, BOROUGH OF MANHATTAN, AND
APPELLATE COURTS FROM ANY THEREOF;
(b)CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS
AND, TO THE EXTENT PERMITTED BY LAW, 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 SUCH ACTION OR PROCEEDING MAY BE
EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY
SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH
UNDER ITS SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH BUYER WILL HAVE BEEN
NOTIFIED;
(d)AGREES THAT NOTHING HEREIN AFFECTS THE RIGHT TO EFFECT SERVICE OF PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR LIMITS THE RIGHT TO SUE IN ANY OTHER
JURISDICTION; AND
(e)IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT SUCH PARTY
‐7‐
MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT
WITH RESPECT TO THIS GUARANTY, ANY OTHER FACILITY DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.
(f)TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, GUARANTOR SHALL NOT ASSERT,
AND GUARANTOR HEREBY WAIVES, ANY CLAIMS AGAINST BUYER, ON ANY THEORY OF
LIABILITY, FOR EXEMPLARY OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL
DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS GUARANTY,
ANY OTHER FACILITY DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY
OR THEREBY, ANY TRANSACTION HEREUNDER OR THEREUNDER OR THE USE OF PROCEEDS
THEREOF.
18.Intent.
The parties intend and agree that (i) this Guaranty, as it relates
to the Repurchase Agreement, is a security agreement and credit enhancement