relative to the subject matter hereof not reflected
herein.
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23. 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 Documents;
(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, Seller and the Guarantor.
24. WAIVERS OF JURY TRIAL. THE GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS GUARANTY OR ANY OTHER PROGRAM DOCUMENT AND FOR ANY COUNTERCLAIM HEREIN
OR THEREIN.
[ Signature pages follow ]
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IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly
executed and delivered as of the date first above written.
ZAIS Financial Corp., as Guarantor
By: /s/ Michael F. Szymanski Name:
Michael F. Szymanski Title: President
Address for Notices:
ZAIS Financial
Corp. c/o ZAIS REIT Management, LLC 2 Bridge Avenue, Suite 322 Red Bank, New
Jersey 07701 Attention: President Telephone No.: (732) 978-7518 Fax No.: (732)
747-7619