EXCEPT PAYMENT OF THE OBLIGATIONS, AND SHALL NOT BE AFFECTED BY ANY
CHANGE IN ANY OBLIGOR'S LEGAL STATUS OR OWNERSHIP OR BY ANY CHANGE IN CORPORATE,
PARTNERSHIP OR OTHER ORGANIZATIONAL STRUCTURE APPLICABLE TO ANY OBLIGOR.
16.4
THIS GUARANTY SHALL (I) BE BINDING ON GUARANTOR AND ITS SUCCESSORS AND
ASSIGNS, AND (II) INURE, TOGETHER WITH ALL RIGHTS AND REMEDIES OF AGENT AND
LENDERS HEREUNDER, TO THE BENEFIT OF AGENT AND LENDERS AND THEIR RESPECTIVE
SUCCESSORS, TRANSFEREES AND ASSIGNS.
NOTWITHSTANDING THE FOREGOING CLAUSE (I),
NONE OF THE RIGHTS OR OBLIGATIONS OF GUARANTOR HEREUNDER MAY BE ASSIGNED OR
OTHERWISE TRANSFERRED.
16.5
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS, AND NOT THE LAW OF CONFLICTS, OF THE COMMONWEALTH OF
PENNSYLVANIA.
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17.
CONSENT TO JURISDICTION AND VENUE.
IN ANY LEGAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER ARISING OUT OF OR RELATED TO THIS GUARANTY OR
THE RELATIONSHIP EVIDENCED HEREBY, GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE
NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN OR SERVING
BUCKS OR PHILADELPHIA COUNTIES IN THE COMMONWEALTH OF PENNSYLVANIA AND AGREES
NOT TO RAISE ANY OBJECTION TO SUCH JURISDICTION OR TO THE LAYING OR MAINTAINING
OF THE VENUE OF ANY SUCH PROCEEDING IN SUCH COUNTY.
GUARANTOR AGREES THAT
SERVICE OF PROCESS IN ANY SUCH PROCEEDING MAY BE DULY EFFECTED UPON IT BY
MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO GUARANTOR.
18.
WAIVER OF JURY TRIAL.
GUARANTOR HEREBY WAIVES, AND AGENT AND LENDERS
BY THEIR ACCEPTANCE HEREOF HEREBY WAIVE, TRIAL BY JURY IN ANY LEGAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS GUARANTY OR
THE
RELATIONSHIP EVIDENCED HEREBY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR
AGENT AND LENDERS TO ENTER INTO, ACCEPT OR RELY UPON THIS GUARANTY.
[Signature on the following page]
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IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first
written above.
ORLEANS HOMEBUILDERS, INC., a
Delaware corporation
By:
Garry P. Herdler
Name:
Garry P. Herdler
Title:
Executive Vice President and
Chief Financial Officer