OF INDEBTEDNESS.
ANY INDEBTEDNESS OR OTHER
OBLIGATION OF ISSUER NOW OR HEREAFTER HELD BY OR OWING TO GUARANTOR IS HEREBY
SUBORDINATED IN TIME AND RIGHT OF PAYMENT TO ALL OBLIGATIONS OF ISSUER TO THE
CLASS B PURCHASERS; AND SUCH INDEBTEDNESS OF ISSUER TO GUARANTOR IS ASSIGNED TO
THE CLASS B PURCHASERS, AS COLLATERAL SECURITY FOR THIS GUARANTY AND THE
GUARANTEED INDEBTEDNESS, AND IF THE CLASS B PURCHASERS SO REQUEST, SHALL BE
COLLECTED, ENFORCED AND RECEIVED BY GUARANTOR IN TRUST FOR THE CLASS B
PURCHASERS, AND BE PAID OVER TO THE CLASS B PURCHASERS, ON ACCOUNT OF THE
OUTSTANDING OBLIGATIONS OF ISSUER TO THE CLASS B PURCHASERS, BUT WITHOUT
REDUCING OR AFFECTING IN ANY MANNER THE LIABILITY OF GUARANTOR UNDER THE OTHER
PROVISIONS OF THIS GUARANTY. ANY NOTES NOW OR HEREAFTER EVIDENCING SUCH
INDEBTEDNESS OF ISSUER TO GUARANTOR SHALL BE MARKED WITH A LEGEND THAT THE SAME
ARE SUBJECT TO THIS GUARANTY AND SHALL BE DELIVERED TO THE CLASS B PURCHASERS.
GUARANTOR WILL, AND THE DEAL AGENT IS HEREBY AUTHORIZED, IN THE NAME OF
GUARANTOR FROM TIME TO TIME, TO EXECUTE AND FILE FINANCING STATEMENTS AND
CONTINUATION STATEMENTS AND EXECUTE SUCH OTHER DOCUMENTS AND TAKE SUCH OTHER
ACTION AS DEAL AGENT DEEMS NECESSARY OR APPROPRIATE TO PERFECT, PRESERVE AND
ENFORCE ITS RIGHTS HEREUNDER.
NOTWITHSTANDING THE FOREGOING, THE RIGHT OF THE
SERVICER TO RECEIVE THE SERVICING FEE AND RECEIVE REIMBURSEMENT OF SERVICER
ADVANCES IS NOT SUBORDINATED EXCEPT AS MAY BE PROVIDED IN SECTION 3.2 OF THE
SERIES 2002-1 SUPPLEMENT.
SECTION 22.
NO PETITION.
GUARANTOR HEREBY COVENANTS THAT IT WILL NOT
INSTITUTE AGAINST THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY FEDERAL OR
STATE BANKRUPTCY OR SIMILAR LAW, AT ANY TIME OTHER THAN ON A DATE WHICH IS AT
LEAST ONE YEAR AND ONE DAY AFTER THE LAST DATE ON WHICH ANY NOTE UNDER ANY
SERIES WAS OUTSTANDING.
7
SECTION 23.
ASSIGNMENT; GOVERNING LAW.
THIS GUARANTY SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF GUARANTOR AND THE CLASS B PURCHASERS
AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT GUARANTOR SHALL
NOT HAVE THE RIGHT TO ASSIGN ITS RIGHTS HEREUNDER OR ANY INTEREST HEREIN UNLESS
AUTHORIZED BY A WRITING EXECUTED BY THE CLASS B PURCHASERS. THE GUARANTOR HEREBY
CONSENTS (A) TO THE CLASS B PURCHASERS ENFORCING THEIR RIGHTS AND REMEDIES
HEREUNDER AND/OR ANY OTHER OWNER OR (B) TO THE ASSIGNMENT OF ALL OF THE CLASS B
PURCHASERS RIGHTS AND REMEDIES HEREUNDER TO ANY SUBSEQUENT NOTEHOLDER OR TO THE
TRUSTEE UNDER THE INDENTURE. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICTS OF LAWS PRINCIPLES OF SUCH JURISDICTION.
SECTION 24.
CONSENT TO JURISDICTION.
GUARANTOR HEREBY IRREVOCABLY
CONSENTS TO THE NON-EXCLUSIVE PERSONAL JURISDICTION O F THE STATE AND FEDERAL
COURTS LOCATED IN NEW YORK COUNTY, NEW YORK, SOLELY FOR PURPOSES OF ANY ACTION,
CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS
GUARANTY, ANY RIGHTS