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
AGREEMENTS.
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 and the other Program Agreements;
(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.
Five Oaks Investment Corp., as Guarantor
By:
Name:
Title:
Signature Page to the Guaranty